Common use of No Additional Representations Clause in Contracts

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective properties, assets or businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making making, and the Company expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IVV, the Parent Disclosure Letter or in any other document or certificate delivered by Parent or Merger Sub or their respective Affiliates or Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation Affiliates or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent nor none of the Company Parties or any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company Parties hereby disclaims disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company Parties nor any other Person makes or has made any representation or warranty to the Company any Parent Party or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company Parties in this Article VIV, any oral or written information presented to the Company any Parent Party or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 4.29 shall limit the Companyany Parent Party’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub the Company Parties in this Article V.IV. Notwithstanding anything to the contrary in the foregoing, nothing in this Section 4.29 shall waive, disclaim or supersede in any manner the representations and warranties made by the parties to the Company Support Agreement that are expressly set forth in the Company Support Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges the Company Parties acknowledge and agrees agree that none of the Company Parent Parties or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub I, Merger Sub II and Pacers OpCo) whatsoever, express or implied, beyond those expressly given by the Company Parent and Pacers OpCo in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company or any of its Representatives and that neither Parent nor Merger Sub none of the Company Parties has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger Mergers or the other Transactions)) and that none of the Company Parties has relied on any such other representation or warranty not set forth in this Agreement.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIII, the Company Disclosure Schedules or any certificate delivered pursuant to this Agreement, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement Agreement, the Merger or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article III, the Company Disclosure Schedules or any certificate delivered pursuant to this Agreement, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent or any of its Affiliates affiliates or Representatives representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article VIII, the Company Disclosure Schedules or any certificate delivered pursuant to this Agreement, any oral or written information presented to the Company Parent or any of its Affiliates affiliates or Representatives representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Merger or the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company or neither Parent nor any other Person has made or is making making, and the Company expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company Parent or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Subsidiary in Article IV, the Parent Disclosure Schedules or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementrepresentatives. Without limiting the generality of the foregoing, the Company acknowledges that, except as expressly provided in Article IV, the Parent acknowledges that Disclosure Schedules or any certificate delivered pursuant to this Agreement, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)representatives.

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that none of the Company or any other Person has made or is making making, and each of Parent and Merger Sub expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, the Company Disclosure Letter or in any other document or certificate delivered by the Company or its Affiliates or Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries furnished or made available to Parent Parent, or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation Affiliates or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 4.25 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub the Company in this Article V.IV. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Xxxxxx and Merger Sub in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 4.28 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub the Company in this Article V.IV. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IVV or in the Transaction Support Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement or the Transaction Support Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)) and that the Company has not relied on any such other representation or warranty not set forth in this Agreement or the Transaction Support Agreement.

No Additional Representations. (a) Except for The Company acknowledges that neither the representations and warranties made in this Article V, neither Parent ETP Parties nor any other Person Merger Sub makes any express representation or implied warranty as to any matter whatsoever except as expressly set forth in Article IV or in any certificate delivered by ETP or Merger Sub to the Company in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither the ETP Parties nor Merger Sub makes any representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (ia) any financial projectionprojections, forecast, estimate, budget estimates or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished budgets delivered or made available to Parent the Company (or any of their respective affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of ETP and its Representatives Subsidiaries or (b) the future business and that neither Parent nor Merger Sub operations of ETP and its Subsidiaries, and the Company has not relied on such information or any such other representation or warranty not set forth in Article IV. (b) The Company has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of ETP and its Subsidiaries and acknowledges that the Company has been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or in any certificate delivered to the Company by ETP and Merger Sub in accordance with the terms hereof, in entering into this Agreement, the Company has relied solely upon its independent investigation and analysis of ETP and ETP’s Subsidiaries, and the Company acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by ETP, its Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or representatives that are not expressly set forth in Article IV or in any certificate delivered by ETP or Merger Sub to the Company, whether or not such representations, warranties or statements were made in writing or orally. Without limiting The Company acknowledges and agrees that, except for the generality of representations and warranties expressly set forth in Article IV or in any certificate delivered by ETP or Merger Sub to the foregoingCompany, Parent acknowledges that no (i) the ETP Parties do not make, or have not made, any representations or warranties are made relating to themselves or their businesses or otherwise in connection with respect the transactions contemplated hereby and the Company is not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by the ETP Parties to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (iii) any estimates, projections, forecastspredictions, estimatesdata, budgets financial information, memoranda, presentations or prospect any other materials or information that may have been made available provided or addressed to Parent the Company or any of its Representatives (including representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Article IV.

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent Parent, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries (including Merger Sub) or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; properties, assets or businesses or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that none of the Company or any other Person has made or is making making, and each of Parent and Merger Sub expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, the Company Disclosure Letter or in any other document or certificate delivered by the Company or its Affiliates or Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation Affiliates or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; properties, assets or businesses or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making making, and the Company expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IVV, the Parent Disclosure Letter or in any other document or certificate delivered by Parent or Merger Sub or their respective Affiliates or Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation Affiliates or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article IV and in Article V, neither Parent such Contributor nor any other Person on behalf of such Contributor makes any express or implied representation or warranty with respect to Parent such Contributor or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the TransactionsTransactions or the HighPeak Entities, and Parent such Contributor hereby disclaims any such other representations or warranties. In particular, except for the representations and warranties made by such Contributor in this Article IV and in Article V, and without limiting the foregoing disclaimer, neither Parent such Contributor nor any other Person on behalf of such Contributor makes or has made any representation or warranty to the Company any Parent Party or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article Vto, any oral or written information presented to the Company any Parent Party or any of its their Affiliates or Representatives in the course of their due diligence investigation of Parentthe HighPeak Entities, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent each Contributor acknowledges and agrees that none of the Company Parent Parties or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries any Parent Party whatsoever, express or implied, beyond those expressly given by the Company applicable Parent Parties in Article IVVI and in Article VII, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent Parties furnished or made available to Parent any Contributor or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementtheir Representatives. Without limiting the generality of the foregoing, Parent such Contributor acknowledges that no none of the Parent Parties or any other Person has made or is making any representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent any Contributor or any of its their Representatives (including in certain “any online data rooms,” “virtual data rooms,” room, management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither none of the Parent nor Parties or any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Parent Parties hereby disclaims disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Parent Parties nor any other Person makes or has made any representation or warranty to the any Company Party or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Parent Parties in this Article V, any oral or written information presented to the any Company Party or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 5.31 shall limit the Companyany Company Party’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub the Parent Parties in this Article V.V. Notwithstanding anything to the contrary in the foregoing, nothing in this Section 5.31 shall waive, disclaim or supersede in any manner the representations and warranties made by the parties to the Parent Support Agreement that are expressly set forth in the Parent Support Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, the Parent acknowledges Parties acknowledge and agrees agree that none of the Company Parties or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries (including Heat OpCo) whatsoever, express or implied, beyond those expressly given by the Company and Heat OpCo in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Parent, or any of its Representatives and that neither none of the Parent nor Merger Sub Parties has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger Mergers or the other Transactions)) and that none of the Parent Parties has relied on any such other representation or warranty not set forth in this Agreement.

No Additional Representations. (a) Except for the representations and warranties made in Article VI and in this Article VVII, neither Parent nor any other Person on behalf of Parent makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article VVII and the representations and warranties made by the Parent Subsidiaries in Article VI, neither Parent nor any other Person on behalf of Parent makes or has made any representation or warranty to Contributor or any of its Affiliates or Representatives with respect to, any oral or written information presented to the Company Contributor or any of its Affiliates or Representatives in the course of their due diligence investigation of Parentinvestigation, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of Contributor, any of the Company HighPeak Entities or any other Person has made or is making any representations or warranties relating to (i) the Company or its Subsidiaries HighPeak Entities whatsoever, express or implied, beyond those expressly given by the Company Contributor in Article V or (ii) Contributor whatsoever, express or implied, beyond those expressly given by Contributor in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding Contributor or the Company HighPeak Entities furnished or made available to any Parent Party or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementtheir respective Representatives. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties by Contributor, any of the HighPeak Entities or any other Person are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to any Parent Party or any of its their respective Representatives (including in certain “any online data rooms,” “virtual data rooms,” room, management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, the Parent Disclosure Schedules or any certificate delivered pursuant to this Agreement, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement Agreement, the Merger or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article IV, the Parent Disclosure Schedules or any certificate delivered pursuant to this Agreement, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates affiliates or Representatives representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article VIV, the Parent Disclosure Schedules or any certificate delivered pursuant to this Agreement, any oral or written information presented to the Company or any of its Affiliates affiliates or Representatives representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Merger or the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Subsidiary acknowledges and agrees that none of neither the Company or nor any other Person has made or is making making, and each of Parent and Merger Subsidiary expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, the Company Disclosure Schedules or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries furnished or made available to Parent or Merger Subsidiary or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementtheir respective representatives. Without limiting the generality of the foregoing, each of Parent acknowledges that and Merger Subsidiary acknowledge that, except as expressly provided in Article III, the Company Disclosure Schedules or any certificate delivered pursuant to this Agreement, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or Merger Subsidiary or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)their respective representatives.

No Additional Representations. (a) Except for the representations and warranties made in this Article VVI and in Article VII, neither no Parent Subsidiary nor any other Person on behalf of a Parent Subsidiary makes any express or implied representation or warranty with respect to the Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and each of the Parent Subsidiaries hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither except for the representations and warranties made by the Parent Subsidiaries in this Article VI and by Parent in Article VII, no Parent Subsidiary nor any other Person on behalf of a Parent Subsidiary makes or has made any representation or warranty to the Company Contributor or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article Vto, any oral or written information presented to the Company Contributor or any of its Affiliates or Representatives in the course of their due diligence investigation of Parentinvestigation, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, each Parent Subsidiary acknowledges and agrees that none of Contributor, any of the Company Transferred Entities or any other Person has made or is making any representations or warranties relating to (i) the Company or its Subsidiaries Transferred Entities whatsoever, express or implied, beyond those expressly given by the Company Contributor in Article IV and Article V or (ii) Contributor whatsoever, express or implied, beyond those expressly given by Contributor in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding Contributor or the Company Transferred Entities furnished or made available to a Parent Subsidiary or any Representative of its Representatives and that neither a Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this AgreementSubsidiary. Without limiting the generality of the foregoing, each Parent Subsidiary acknowledges that no representations or warranties are made by Contributor, any Transferred Entity or any other Person with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to or made by any Parent Subsidiary or any of its Representatives their respective Representatives, Contributor, any Transferred Entity or any other Person (including in certain “any online data rooms,” “virtual data rooms,” room, management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, BMS and Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent, BMS and Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, BMS, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including BMS and Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent, BMS and Merger Sub in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on on, and expressly disclaims any such other reliance on, any representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 4.27 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub the Company in this Article V.IV. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent Parent, BMS or Merger Sub, or any of its their Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Parent, or any of its Representatives and that neither Parent nor BMS or Merger Sub has relied on on, and expressly disclaim any such other reliance on, any representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 5.27 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx Parent and Xxxxxx Merger Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Parent, or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations Parent and warranties made in this Article VUS Holdco acknowledge and agree that, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made expressly set forth in Article IV or in any certificate delivered by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of pursuant to this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (ba) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person doesn’t make, nor has made or is making made, and Parent and US Holdco have not relied on, any representations or warranties relating to the Company or its Subsidiaries whatsoeverbusiness or otherwise, express or implied, beyond those expressly given (b) no person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by Parent or US Holdco as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, US Holdco or any of their respective Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV. Without limiting the foregoing, including Parent and US Holdco acknowledge and agree that, except for any implied representation or warranty as remedies available under this Agreement with respect to the accuracy representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) neither the Company nor any other Person will have or completeness be subject to any Liability or other obligation to Parent, US Holdco or their respective Representatives or Affiliates or any other Person resulting from Parent’s, US Holdco’s or their respective Representatives’ or Affiliates’ use of any information regarding the Company furnished information, documents, projections, forecasts or other material made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth Affiliates in connection with the transactions contemplated by this Agreement. Without limiting the generality of Notwithstanding the foregoing, Parent acknowledges that no representations nothing in this Section 5.26 is intended or warranties are made with respect shall be deemed to any projectionshave the effect of eliminating, forecasts, estimates, budgets limiting or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or restricting in any other form way any Person’s rights or remedies in expectation of, or in connection with, the Merger or event of fraud. Parent has conducted its own independent investigation of the other Transactions)Company and its Subsidiaries and the transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding the Company’s and its Subsidiaries’ businesses with the management of the Company.

No Additional Representations. (a) Except The Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties made contained in this Article VII, neither Parent the Company nor any other Person Person, makes any express or implied representation or warranty with respect to Parent or the Company, its Subsidiaries or their respective businesses, operations, assets, liabilities liabilities, employees, employee benefit plans, conditions or conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, the Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither Parent the Company nor any other Person Person, makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to to, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon (ia) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of the Company, its Subsidiaries or their respective businesses; business, or (iib) except for without limiting the representations and warranties made by Parent the Company in this Article VII, any oral or written information presented to the Company Purchaser or any of its Affiliates or Representatives representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. Notwithstanding To the foregoingfullest extent permitted by applicable law, nothing in this Section 5.13 shall limit without limiting the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contraryArticle II, Parent acknowledges and agrees that none of neither the Company nor any of its Subsidiaries shall have any liability to any Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any other Person has omissions therefrom) provided or made or is making any representations or warranties relating to available by the Company or its Subsidiaries whatsoeverto Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, express the negotiation of this Agreement or implied, beyond those expressly given in the course of the transactions contemplated by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent Ohm nor any other Person makes any express or implied representation or warranty with respect to Parent Ohm or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent Ohm hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent Ohm nor any other Person makes or has made any representation or warranty to the Company Firefly or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent Ohm or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent Ohm in this Article V, any oral or written information presented to the Company Firefly or any of its Affiliates or Representatives in the course of their due diligence investigation of ParentOhm, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 5.30 shall limit the CompanyFirefly’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx Ohm, Merger Sub and Xxxxxx LLC Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent Ohm acknowledges and agrees that none of the Company Firefly or any other Person has made or is making any representations or warranties relating to the Company Firefly or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company Firefly in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Firefly furnished or made available to Parent Ohm, or any of its Representatives and that neither Parent nor none of Ohm, Merger Sub and LLC Sub has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent Ohm acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent Ohm or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger Mergers or the other Transactions)) and that none of Ohm, Merger Sub and LLC Sub has relied on any such other representation or warranty not set forth in this Agreement.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company any Parent Party or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company any Parent Party or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 4.31 shall limit the Companyany Parent Party’s remedies with respect to claims of fraud Fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub the Company in this Article V.IV. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent Parties or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent Parties in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Company Merger or the other Transactions)) and that the Company has not relied on any such other representation or warranty not set forth in this Agreement.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent or the Company, its Subsidiaries or the MSR Entities or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or the Company, any of its Subsidiaries or any MSR Entity or their respective businesses; properties, assets or businesses or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, any of its Subsidiaries or any MSR Entity, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making making, and the Company expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IVV, the Parent Disclosure Letter or in any other document or certificate delivered by Parent or Merger Sub or their respective Affiliates or Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation Affiliates or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made expressly set forth in this Article VIII (as modified by the Company Disclosure Letter), each of Parent and Merger Sub (a) specifically acknowledges and agrees that neither Parent the Company nor any of its Affiliates, Representatives or shareholders nor any other Person makes makes, or has made, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to Parent the Company or its the Company Subsidiaries or any of the Company’s or the Company’s Subsidiaries respective businesses, assets, employees, Permits, liabilities, operations, prospects, condition (financial or otherwise) or any Company Projection, and hereby expressly waives and relinquishes any and all rights, Claims or causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) based on, arising out of or relating to any such other representation or warranty or any Company Projection, (b) specifically acknowledges and agrees to the Company’s express disclaimer and negation of any such other representation or warranty or any Company Projection and of all liability and responsibility for any such other representation or warranty or any Company Projection and (c) expressly waives and relinquishes any and all rights, Claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) against (i) the Company in connection with accuracy, completeness or materiality of any Company Projection and (ii) any Affiliate of the Company or any of the Company’s or any such Affiliate’s respective Representatives or shareholders or any other Person, and hereby specifically acknowledges and agrees that such Persons shall have no liability or obligations, based on, arising out of or relating to this Agreement or the negotiation, execution, performance or subject matter hereof, including (1) for any alleged nondisclosure or misrepresentations made by any such Person or (2) in connection with accuracy, completeness or materiality of any Company Projection. Each of Parent and Merger Sub acknowledges and agrees that (A) it has conducted to its satisfaction its own independent investigation of the transactions contemplated hereby (including with respect to the Company and the Company Subsidiaries and their respective businesses, operations, assetsassets and liabilities) and, liabilities or conditions (financial or otherwise) in connection with making its determination to enter into this Agreement or and proceed with the Transactionstransactions contemplated hereby, has relied solely on the results of such independent investigation and the representations and warranties of the Company expressly set forth in Article III (as modified by the Company Disclosure Letter), and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (iiB) except for the representations and warranties made of the Company expressly set forth in Article III (as modified by Parent in this Article Vthe Company Disclosure Letter), it has not relied on, or been induced by, any oral representation, warranty or written information presented to other statement of or by the Company or any of its Affiliates Affiliates, Representatives or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company shareholders or any other Person has made Person, including any Company Projection or is making any representations or warranties relating with respect to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Subsidiaries or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation the Company’s or warranty not set forth in this Agreement. Without limiting the generality of the foregoingCompany’s Subsidiaries respective businesses, Parent acknowledges that no representations assets, employees, Permits, liabilities, operations, prospects or warranties are made with respect to any projections, forecasts, estimates, budgets condition (financial or prospect information that may have been made available to Parent otherwise) or any of its Representatives (including Company Projection, in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, determining to enter into this Agreement and proceed with the Merger or the other Transactions)transactions contemplated hereby.

No Additional Representations. (a) Except for the representations The Company acknowledges that Parent and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made Merger Sub do not make any representation or warranty as to any matter whatsoever except as expressly set forth in Article IV or in any certificate delivered by Parent or Merger Sub to the Company in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that Parent and Merger Sub make no representation or any of its Affiliates or Representatives warranty with respect to (i) any financial projectionprojections, forecastestimates or budgets delivered or made available to the Company, estimate, budget or prospect information relating to Parent any of its affiliates or any of their respective officers, directors, employees or Representatives of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent and its Subsidiaries or their respective businesses; or (ii) the future business and operations of Parent and its Subsidiaries, and the Company has not relied on such information or any other representations or warranties not set forth in Article IV. (b) The Company has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Parent and its Subsidiaries and acknowledges that the Company has been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or in any certificate delivered to the Company by Parent or Merger Sub in accordance with the terms hereof, in entering into this Agreement, the Company has relied solely upon its independent investigation and analysis of Parent and Parent’s Subsidiaries, and the Company acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Parent or Merger Sub, their Subsidiaries, or any of their respective affiliates, shareholders, controlling persons or Representatives that are not expressly set forth in Article IV or in any certificate delivered to the Company by Parent or Merger Sub, whether or not such representations, warranties or statements were made in writing or orally. The Company acknowledges and agrees that, except for the representations and warranties made expressly set forth in Article IV or in any certificate delivered by Parent in this Article V, any oral or written information presented Merger Sub to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent(i) Parent and Merger Sub do not make, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoingand have not made, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to themselves or their business or otherwise in connection with the transactions contemplated hereby and the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including is not relying on any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not except for those expressly set forth in this Agreement. Without limiting , (ii) no person has been authorized by Parent or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the generality transactions contemplated hereby, and if made, such representation or warranty may not be relied upon by the Company as having been authorized by Parent or Merger Sub and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company, any of the foregoingits affiliates or any of their respective officers, Parent acknowledges that no directors, employees or Representatives are not and shall not be deemed to be or include representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to of Parent or Merger Sub unless any such materials or information is the subject of its Representatives (including any express representation or warranty set forth in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Article IV.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 4.27 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub the Company in this Article V.IV. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Xxxxxx and Merger Sub in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except The Company acknowledges and agrees that, except for the representations and warranties made expressly set forth in Article V or in any certificate delivered by Parent pursuant to this Article VAgreement (a) neither Parent, neither Parent US Holdco nor Merger Sub makes, nor has made, and the Company has not relied on, any other Person makes any express representations or implied representation or warranty with respect warranties relating to Parent or its Subsidiaries Parent, US Holdco, Merger Sub or their respective businesses, operations, assets, liabilities or conditions (financial businesses or otherwise, (b) in connection with this Agreement no person has been authorized by Parent, US Holdco or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Affiliates Representatives are not and shall not be deemed to be or Representatives include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V. Without limiting the foregoing, the Company acknowledges and agrees that, except for any remedies available under this Agreement with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made expressly set forth in Article V (as qualified by the Parent in this Article VDisclosure Letter) neither Parent, US Holdco, Merger Sub nor any oral other Person will have or written information presented be subject to any Liability or other obligation to the Company or any of its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to the Company or its Representatives or Affiliates in connection with the course of their due diligence investigation of Parent, the negotiation of transactions contemplated by this Agreement or in the course of the TransactionsAgreement. Notwithstanding the foregoing, nothing in this Section 5.13 4.23 is intended or shall limit be deemed to have the Companyeffect of eliminating, limiting or restricting in any way any Person’s rights or remedies with respect to claims in the event of fraud arising from or relating to the express written representations fraud. The Company has conducted its own independent investigation of Parent and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by and the Company in Article IV, including any implied representation or warranty as transactions contemplated hereby and have had an opportunity to discuss and ask questions regarding Parent’s and its Subsidiaries’ businesses with the accuracy or completeness management of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Parent.

No Additional Representations. (a) Except The Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties made contained in Article II and in any certificate delivered by the Company in connection with this Article VAgreement, neither Parent the Company nor any other Person Person, makes any express or implied representation or warranty with respect to Parent or the Company, its Subsidiaries or their respective businesses, operations, assets, liabilities liabilities, employees, employee benefit plans, conditions or conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, the Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither Parent the Company nor any other Person Person, makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to to, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon (ia) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of the Company, its Subsidiaries or their respective businesses; business, or (iib) except for without limiting the representations and warranties made by Parent the Company in this Article VII, any oral or written information presented to the Company Purchaser or any of its Affiliates or Representatives representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby, or the accuracy or completeness thereof. Notwithstanding To the foregoingfullest extent permitted by applicable Laws, nothing in this Section 5.13 shall limit without limiting the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to Article II, other than in the contrarycase of fraud, Parent acknowledges and agrees that none of neither the Company nor any of its Subsidiaries or any other Person has shall have any liability to any Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made or is making any representations or warranties relating to available by the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as representatives to the accuracy Purchaser or completeness its Affiliates or representatives in the course of any information regarding their due diligence investigation of the Company furnished Company, the negotiation of this Agreement or made available to Parent or any in the course of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article V, The Company acknowledges that neither Parent nor any other Person Merger Sub makes any express representation or implied warranty as to any matter whatsoever except as expressly set forth in Article IV or in any certificate delivered by Parent or Merger Sub to the Company in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither Parent nor Merger Sub makes any representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (ia) any financial projectionprojections, forecast, estimate, budget estimates or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished budgets delivered or made available to Parent the Company (or any of their respective affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent and its Representatives Subsidiaries or (b) the future business and that neither operations of Parent nor Merger Sub and its Subsidiaries, and the Company has not relied on such information or any such other representation or warranty not set forth in Article IV. (b) The Company has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Parent and its Subsidiaries and acknowledges that the Company has been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or in any certificate delivered by Parent or Merger Sub to the Company in accordance with the terms hereof, in entering into this Agreement, the Company has relied solely upon its independent investigation and analysis of Parent and Parent’s Subsidiaries, and the Company acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Parent, its Subsidiaries, or any of their respective affiliates, unitholders, controlling persons or representatives that are not expressly set forth in Article IV or in any certificate delivered by Parent or Merger Sub to the Company, whether or not such representations, warranties or statements were made in writing or orally. Without limiting The Company acknowledges and agrees that, except for the generality of representations and warranties expressly set forth in Article IV or in any certificate delivered by Parent or Merger Sub to the foregoingCompany, (i) Parent acknowledges that no and Merger Sub do not make, and have not made, any representations or warranties are made relating to themselves or their businesses or otherwise in connection with respect the transactions contemplated hereby and the Company is not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by Parent or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party, and (iii) any estimates, projections, forecastspredictions, estimatesdata, budgets financial information, memoranda, presentations or prospect any other materials or information that may have been made available provided or addressed to Parent the Company or any of its Representatives (including representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Article IV.

No Additional Representations. (a) Except for the representations and warranties made by the Company in this Article VIII and representations and warranties contained in any certificates or other documents delivered pursuant to this Agreement, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent or the Company, its Subsidiaries Subsidiaries, or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent or any of its or their Affiliates or Representatives representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or the Company, any of its Subsidiaries or their respective businesses; businesses or (ii) except for the representations and warranties made by Parent the Company in this Article VIII and representations and warranties contained in any certificates or other documents delivered pursuant to this Agreement, any oral or written information presented to the Company Parent or any of its Affiliates or Representatives representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 5.13 3.30 shall limit the CompanyParent’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub the Company in this Article V.III. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries Parent whatsoever, express or implied, beyond those expressly given by the Company Parent in Article IVIV hereof and those contained in any certificates or other documents delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent the Company or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementrepresentatives. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)representatives.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent no Group Company nor any other Person makes any express or implied representation or warranty with respect to Parent either Group Company or its any of their respective Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent each Group Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent no Group Company nor any other Person makes or has made any representation or warranty to Parent, the Company Merger Subs, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent either Group Company or any of its their respective Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent each Group Company in this Article VIV, any oral or written information presented to Parent or the Company Merger Subs or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 4.26 shall limit Parent’s or the Company’s Merger Subs’ remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub each Group Company in this Article V.IV. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent each Group Company acknowledges and agrees that none of Parent, the Company Merger Subs or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including the Merger Subs) or any other matter whatsoever, express or implied, beyond those expressly given by Parent and the Company Merger Subs in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent either Group Company or any of its Representatives Representatives, and that neither Parent nor Merger Sub each Group Company has not relied on any such other representation or warranty not expressly set forth in Article V of this Agreement. Without limiting the generality of the foregoing, Parent each Group Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent either Group Company or any of its their respective Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 5.23 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx Parent and Xxxxxx Sub the Merger Subs in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor none of Parent, Merger Sub Inc. or Merger Sub LLC has relied on any such other representation or warranty not expressly set forth in Article IV of this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 5.32 shall limit the Company’s remedies with respect to claims of fraud Fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub any of the Parent Parties in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Parent, or any of its Representatives and that neither Parent nor Parent, and, as of the Closing, Merger Sub Sub, has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Company Merger or the other Transactions)) and that Parent, and, as of the Closing, Merger Sub, has relied on any such other representation or warranty not set forth in this Agreement.

No Additional Representations. (a) Except for Each of Parent and Merger Sub acknowledges that the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Article III or in any certificate delivered by the Company to Parent and Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that the Company makes no representation or any of its Affiliates or Representatives warranty with respect to (i) any financial projectionprojections, forecastestimates or budgets delivered or made available to Parent, estimate, budget or prospect information relating to Parent any of its affiliates or any of their respective officers, directors, employees or Representatives of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or their respective businesses; or (ii) except for the representations future business and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none operations of the Company or any other Person has made or is making any representations or warranties relating to the Company or and its Subsidiaries whatsoeverSubsidiaries, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on such information or any other representations or warranties not set forth in Article III. (b) Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges that Parent and Merger Sub have been provided access for such other purposes. Except for the representations and warranties expressly set forth in Article III or in any certificate delivered to Parent and Merger Sub by the Company in accordance with the terms hereof, in entering into this Agreement, each of Parent and Merger Sub has relied solely upon its independent investigation and analysis of the Company and the Company’s Subsidiaries, and each of Parent and Merger Sub acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons or Representatives that are not expressly set forth in Article III or in any certificate delivered to Parent and Merger Sub by the Company, whether or not such representations, warranties or statements were made in writing or orally. Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III or in any certificate delivered by the Company to Parent and Merger Sub (i) the Company does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and neither Parent nor Merger Sub is relying on any representation or warranty not except for those expressly set forth in this Agreement. Without limiting , (ii) no person has been authorized by the generality Company to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty may not be relied upon by Parent and Merger Sub as having been authorized by the Company and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub, any of the foregoingtheir affiliates or any of their respective officers, Parent acknowledges that no directors, employees or Representatives are not and shall not be deemed to be or include representations or warranties are made with respect to of the Company unless any projections, forecasts, estimates, budgets such materials or prospect information that may have been made available to Parent is the subject of any express representation or any of its Representatives (including warranty set forth in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Article III.

No Additional Representations. (a) Except The Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties made contained in Article II (as modified by the Disclosure Letter) and in any certificate delivered by the Company in connection with this Article VAgreement, neither Parent the Company nor any other Person Person, makes any express or implied representation or warranty with respect to Parent or the Company, its Subsidiaries or their respective businesses, operations, assets, liabilities liabilities, employees, employee benefit plans, conditions or conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, the Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither Parent the Company nor any other Person Person, makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to to, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon (ia) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of the Company, its Subsidiaries or their respective businesses; business, or (iib) except for without limiting the representations and warranties made by Parent the Company in this Article VII, any oral or written information presented to the Company Purchaser or any of its Affiliates or Representatives representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby, or the accuracy or completeness thereof. Notwithstanding To the foregoingfullest extent permitted by applicable law, nothing in this Section 5.13 shall limit without limiting the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to Article II, other than in the contrarycase of fraud, Parent acknowledges and agrees that none of neither the Company nor any of its Subsidiaries or any other Person has shall have any liability to any Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made or is making any representations or warranties relating to available by the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as representatives to the accuracy Purchaser or completeness its Affiliates or representatives in the course of any information regarding their due diligence investigation of the Company furnished Company, the negotiation of this Agreement or made available to Parent or any in the course of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made expressly set forth in this Article VIV (as modified by the Parent Disclosure Letter) and in any certificate delivered by Parent to the Company in accordance with the terms hereof, the Company specifically acknowledges and agrees that neither Parent nor any of its Affiliates, Representatives or shareholders or any other Person makes makes, or has made, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity). Except for the representations and warranties expressly set forth in this Article III (as modified by the Company Disclosure Letter) and in any certificate delivered by the Company to Parent in accordance with the terms hereof, the Company hereby expressly disclaims and negates (a) any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to Parent (i) the Company or its the Company Subsidiaries or their any of the Company’s or the Company Subsidiaries’ respective businesses, assets, employees, Permits, liabilities, operations, assets, liabilities prospects or conditions condition (financial or otherwise) in connection or (ii) any opinion, projection, forecast, statement, budget, estimate, advice or other information with this Agreement respect to the projections, budgets or estimates of future revenues, results of operations (or any component thereof), cash flows, financial condition (or any component thereof) or the Transactionsfuture business and operations of the Company or the Company Subsidiaries, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor as well as any other Person makes business plan and cost-related plan information of the Company or has the Company Subsidiaries, made, communicated or furnished (orally or in writing), or to be made, communicated or furnished (orally or in writing), to Parent, its Affiliates or its Representatives, in each case, whether made any representation or warranty to by the Company or any of its Affiliates Affiliates, Representatives or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company shareholders or any other Person has made or is making any representations or warranties relating to the (this clause (ii), collectively, “Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives Projections”) and that neither Parent nor Merger Sub has relied on (b) all liability and responsibility for any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)such Company Projection.

No Additional Representations. (a) Except for the representations and warranties made by AerCap and Amalgamation Sub in this Article VARTICLE III, neither Parent AerCap, Amalgamation Sub, nor any other Person person makes any express or implied representation or warranty to Genesis or any of its affiliates with respect to Parent or its Subsidiaries AerCap, Amalgamation Sub, their respective subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent AerCap and Amalgamation Sub hereby disclaims disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent none of AerCap, Amalgamation Sub, nor any other Person person makes or has made any representation or warranty to the Company Genesis or any of its Affiliates or Representatives affiliates with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or AerCap, Amalgamation Sub, any of its Subsidiaries their respective subsidiaries or their respective businesses; , or (ii) except for the representations and warranties made by Parent AerCap and Amalgamation Sub in this Article VARTICLE III, any oral or written information presented to the Company Genesis or any of its Affiliates or Representatives affiliates in the course of their due diligence investigation of ParentAerCap, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) AerCap acknowledges and agrees that it (i) has had the opportunity to meet with the management of Genesis and to discuss the business, assets and liabilities of Genesis and its subsidiaries, (ii) has been afforded the opportunity to ask questions of and receive answers from officers of Genesis and (iii) has conducted its own independent investigation of AerCap and its subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, Parent AerCap acknowledges and agrees that none of the Company neither Genesis nor or any other Person person has made or is making any representations or warranties relating to the Company or its Subsidiaries Genesis whatsoever, express or implied, beyond those expressly given by the Company Genesis in Article IVARTICLE IV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Genesis furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this AgreementAerCap. Without limiting the generality of the foregoing, Parent AerCap acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)AerCap.

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 5.28 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx Parent and Xxxxxx Merger Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IVIV or in the Transaction Support Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Parent, or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement or the Transaction Support Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)) and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement or the Transaction Support Agreement.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent Firefly nor any other Person makes any express or implied representation or warranty with respect to Parent Firefly or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent Firefly hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent Firefly nor any other Person makes or has made any representation or warranty to the Company Ohm, Merger Sub, LLC Sub or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent Firefly or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent Firefly in this Article VIV, any oral or written information presented to the Company Ohm, Merger Sub or LLC Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of ParentFirefly, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 4.28 shall limit the CompanyOhm’s, Merger Sub’s or LLC Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub Firefly in this Article V.IV. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent Firefly acknowledges and agrees that none of the Company Ohm, Merger Sub, LLC Sub or any other Person has made or is making any representations or warranties relating to the Company Ohm or its Subsidiaries (including Merger Sub and LLC Sub) whatsoever, express or implied, beyond those expressly given by the Company Ohm, Merger Sub and LLC Sub in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Ohm furnished or made available to Parent Firefly, or any of its Representatives and that neither Parent nor Merger Sub Firefly has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent Firefly acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent Firefly or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger Mergers or the other Transactions)) and that Firefly has not relied on any such other representation or warranty not set forth in this Agreement.

No Additional Representations. (a) Except for the representations and warranties made by Genesis in this Article VARTICLE IV, neither Parent Genesis nor any other Person person makes any express or implied representation or warranty to AerCap, Amalgamation Sub or any of their affiliates with respect to Parent Genesis or its Subsidiaries subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent Genesis hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent Genesis nor any other Person person makes or has made any representation or warranty to the Company AerCap, Amalgamation Sub or any of its Affiliates or Representatives their affiliates with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or Genesis, any of its Subsidiaries subsidiaries or their respective businesses; , or (ii) except for the representations and warranties made by Parent Genesis in this Article VARTICLE IV, any oral or written information presented to the Company AerCap, Amalgamation Sub or any of its Affiliates or Representatives their affiliates in the course of their due diligence investigation of ParentGenesis, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) Genesis acknowledges and agrees that it (i) has had the opportunity to meet with the management of AerCap and to discuss the business, assets and liabilities of AerCap and its subsidiaries, (ii) has been afforded the opportunity to ask questions of and receive answers from officers of AerCap and (iii) has conducted its own independent investigation of AerCap and its subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, Parent Genesis acknowledges and agrees that none of the Company AerCap, Amalgamation Sub or any other Person person has made or is making any representations or warranties relating to the Company AerCap or its Subsidiaries Amalgamation Sub whatsoever, express or implied, beyond those expressly given by the Company AerCap and Amalgamation Sub in Article IVARTICLE III hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company AerCap furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this AgreementGenesis. Without limiting the generality of the foregoing, Parent Genesis acknowledges that no representations or warranties are made with respect to any projections, forecasts, forecasts estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Genesis.

No Additional Representations. (a) Except for the representations and warranties made in (i) this Article VIII, as qualified by the Company Disclosure Schedules, or (ii) any certificate delivered pursuant to this Agreement, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement Agreement, the Merger or the other Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations or warranties expressly provided in this Article III, as qualified by the Company Disclosure Schedules or in any certificate delivered pursuant to this Agreement, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent or any of its Affiliates affiliates or Representatives representatives with respect to (ix) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (iiy) except for the representations and or warranties expressly made by Parent in this Article VIII, as qualified by the Company Disclosure Schedules, or in any certificate delivered pursuant to this Agreement, any oral or written information presented to the Company Parent or any of its Affiliates affiliates or Representatives representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Merger or the other Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company or neither Parent nor any other Person has made or is making making, and the Company expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company Parent or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company Xxxxxx and Merger Subsidiary in Article IV, as qualified by the Parent Disclosure Schedules, or in any certificate delivered pursuant to this Agreement or in the Support Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementrepresentatives. Without limiting the generality of the foregoing, the Company acknowledges that, except for the representations and warranties expressly provided in Article IV, as qualified by the Parent acknowledges that Disclosure Schedules, or in any certificate delivered pursuant to this Agreement, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)representatives.

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent Parent, Merger Sub nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries (including Merger Sub) or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; properties, assets or businesses or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that none of the Company or any other Person has made or is making making, and each of Parent and Merger Sub expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company or its Subsidiaries or the MSR Entities whatsoever, express or implied, beyond those expressly given by the Company in Article IV, the Company Disclosure Letter or in any other document or certificate delivered by the Company or its Affiliates or Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries or the MSR Entities furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation Affiliates or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties expressly made by the Company in Article III and in any certificate, document or agreement to be delivered by the Company pursuant to this Article VAgreement, neither Parent the Company nor any other Person makes makes, and each of Parent, Merger Sub and Merger LLC disclaims any reliance upon, any express or implied representation or warranty whatsoever or with respect to Parent any information provided or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) made available in connection with the transactions contemplated by this Agreement with respect to the Company and its Subsidiaries and their respective assets, Liabilities and businesses, including any information, documentation, forecasts, budgets, projections or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to estimates provided by the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IVRepresentatives, including in any implied representation “data rooms” or warranty as to management presentations or the accuracy or completeness of any information regarding of the foregoing. (b) Except for the representations and warranties expressly made by Parent, Merger Sub and Merger LLC in Article IV and in any certificate, document or agreement to be delivered by Parent, Merger Sub or Merger LLC pursuant to this Agreement, neither Parent, Merger Sub, Merger LLC nor any other Person makes, and the Company furnished disclaims any reliance upon, any express or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other implied representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations whatsoever or warranties are made with respect to any projectionsinformation provided or made available in connection with the transactions contemplated by this Agreement with respect to Parent, Merger Sub and Merger LLC or their respective assets, Liabilities or businesses, including any information, documentation, forecasts, estimatesbudgets, budgets projections or prospect information that may have been made available to Parent estimates provided by Parent, Merger Sub, Merger LLC or any of their respective Representatives, including the Parent Special Committee and its Representatives (advisors, including in certain any “data rooms,” “virtual data rooms,” or management presentations or in the accuracy or completeness of any other form in expectation of, or in connection with, of the Merger or the other Transactions)foregoing.

No Additional Representations. (a) Except for the representations and warranties made by Parent in this Article VIV and representations and warranties contained in any certificates or other documents delivered pursuant to this Agreement, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or Parent, its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or Parent, any of its Subsidiaries or their respective businesses; businesses or (ii) except for the representations and warranties made by Parent in this Article VIV and representations and warranties contained in any certificates or other documents delivered pursuant to this Agreement, any oral or written information presented to the Company or any of its Affiliates or Representatives representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 5.13 4.16 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub Parent in this Article V.IV. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of neither the Company or nor any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII hereof and those contained in any certificates or other documents delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementrepresentatives. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)representatives.

No Additional Representations. (a) Except for the representations and warranties made expressly set forth in this Article V, neither Parent nor III (as modified by the Company Disclosure Letter) and in any other Person makes any express or implied representation or warranty with respect certificate delivered by the Company to Parent or its Subsidiaries or their respective businessesin accordance with the terms hereof, operations, assets, liabilities or conditions each of Parent and Merger Sub (financial or otherwisea) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent specifically acknowledges and agrees that none of the Company or any of its Affiliates, Representatives or shareholders or any other Person makes, or has made made, any other express or is making any representations implied representation or warranties relating warranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Subsidiaries or any of its Representatives the Company’s or the Company’s Subsidiaries respective businesses, assets, employees, Permits, liabilities, operations, prospects, condition (financial or otherwise) or any Company Projection, and that neither Parent nor Merger Sub has relied on hereby expressly waives and relinquishes any and all rights, Claims or causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) based on, arising out of or relating to any such other representation or warranty or any Company Projection, (b) specifically acknowledges and agrees to the Company’s express disclaimer and negation of any such other representation or warranty or any Company Projection and of all liability and responsibility for any such other representation or warranty or any Company Projection and (c) expressly waives and relinquishes any and all rights, Claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) against (i) the Company in connection with accuracy, completeness or materiality of any Company Projection and (ii) any Affiliate of the Company or any of the Company’s or any such Affiliate’s respective Representatives or shareholders (other than the Company) or any other Person, and hereby specifically acknowledges and agrees that such Persons shall have no liability or obligations, based on, arising out of or relating to this Agreement or the negotiation, execution, performance or subject matter hereof, including (1) for any alleged nondisclosure or misrepresentations made by any such Person or (2) in connection with the accuracy, completeness or materiality of any Company Projection. Each of Parent and Merger Sub acknowledges and agrees that (A) it has conducted to its satisfaction its own independent investigation of the transactions contemplated hereby (including with respect to the Company and the Company Subsidiaries and their respective businesses, operations, assets and liabilities) and, in making its determination to enter into this Agreement and proceed with the transactions contemplated hereby, has relied solely on the results of such independent investigation and the representations and warranties of the Company expressly set forth in Article III (as modified by the Company Disclosure Letter), and (B) except for the representations and warranties of the Company expressly set forth in Article III (as modified by the Company Disclosure Letter) and in any certificate delivered by the Company to Parent in accordance with the terms hereof, it has not relied on, or been induced by, any representation, warranty or other statement of or by the Company or any of its Affiliates, Representatives or shareholders or any other Person, including any Company Projection or with respect to the Company or the Company Subsidiaries or any of the Company’s or the Company’s Subsidiaries respective businesses, assets, employees, Permits, liabilities, operations, prospects or condition (financial or otherwise) or any Company Projection, in determining to enter into this Agreement and proceed with the transactions contemplated hereby. Except for the representations and warranties expressly set forth in this Agreement. Without limiting Article IV (as modified by the generality of Parent Disclosure Letter) and in any certificate delivered by Parent to the foregoingCompany in accordance with the terms hereof, Parent acknowledges that no representations hereby expressly disclaims and negates any other express or warranties are made implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to any projections, forecasts, estimates, budgets (i) Parent or prospect information that may have been made available to the Parent Subsidiaries or any of its Representatives Parent’s or the Parent Subsidiaries’ respective businesses, assets, employees, Permits, liabilities, operations, prospects or condition (including in certain “data rooms,” “virtual data rooms,” management presentations financial or in otherwise) or (ii) any other form in expectation ofopinion, projection, forecast, statement, budget, estimate, advice or information with respect to the projections, budgets, or in connection withestimates of future revenues, the Merger results of operations (or any component thereof), cash flows, financial condition (or any component thereof) or the other Transactionsfuture business and operations of Parent or the Parent Subsidiaries (this clause (ii) collectively, “Parent Projections”).

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither The Company acknowledges that Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made does not make any representation or warranty as to, and expressly disclaims reliance on, any matter whatsoever except as expressly set forth in Article IV or in any certificate delivered by Parent to the Company in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that Parent does not make any representation or any of its Affiliates or Representatives warranty with respect to (i) any financial projectionprojections, forecast, estimate, budget estimates or prospect information relating budgets delivered or made available to Parent the Company (or any of its affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent and its Subsidiaries or their respective businesses; or (ii) except for the representations future business and warranties made by operations of Parent in this Article Vand its Subsidiaries, any oral or written information presented to and the Company has not relied on such information or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in Article IV. (b) The Company has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Parent and its Subsidiaries and acknowledges that the Company has been provided access for such purposes. Except for the representations and warranties expressly set forth in Article IV or in any certificate delivered to the Company by Parent in accordance with the terms hereof, in entering into this Agreement, the Company has relied solely upon its independent investigation and analysis of Parent and Parent’s Subsidiaries, and the Company acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Parent, its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons or representatives that are not expressly set forth in Article IV or in any certificate delivered by Parent to the Company, whether or not such representations, warranties or statements were made in writing or orally. Without limiting The Company acknowledges and agrees that, except for the generality of representations and warranties expressly set forth in Article IV or in any certificate delivered by Parent to the foregoingCompany, (i) Parent acknowledges that no does not make, or has not made, any representations or warranties are made relating to itself or its business or otherwise in connection with respect the transactions contemplated hereby and the Company is not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by Parent to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by Parent, and (iii) any estimates, projections, forecastspredictions, estimatesdata, budgets financial information, memoranda, presentations or prospect any other materials or information that may have been made available provided or addressed to Parent the Company or any of its Representatives (including representatives are not and shall not be deemed to be or include representations or warranties of Parent unless any such materials or information is the subject of any express representation or warranty set forth in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Article IV.

No Additional Representations. (a) Except Each of Parent and Xxxxxx Sub acknowledges and agrees that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that 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 to discuss the business and assets of the Company. (b) Parent and Merger Sub agree and acknowledge that, except for the representations and warranties made contained in this Article V3, neither Parent the Company nor any other Person makes any other express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to on behalf of the Company or any of its Affiliates or Representatives Affiliates, including with respect to (i) value, condition, merchantability or suitability with respect to the Company, any financial projectionother Acquired Company or other Subsidiaries of the Company, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; businesses or (ii) except for the transactions contemplated by this Agreement. Parent and Xxxxxx Sub agree and acknowledge that in making the decision to enter into this Agreement and consummate the transactions contemplated by this Agreement, Parent and Merger Sub have relied exclusively on the express representations and warranties made by contained in Article 3 and have not relied on any other representation or warranty, express or implied. Parent in this Article Vand Merger Sub agree and acknowledge that neither the Company nor any Person has made, and neither Parent nor Merger Sub has relied on, any oral representation or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoeverwarranty, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries furnished or made available to Parent or any of and its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not Representatives, except as expressly set forth in this Agreement. Without limiting Article 3 (which includes the generality of Company Disclosure Letter and the foregoingFiled SEC Reports, Parent acknowledges that no representations as applicable), and neither the Company or warranties are made with respect its Subsidiaries, its or their directors, officers, employees, agents or other Representatives, nor any other Person, shall be subject to any projectionsliability to Parent or any other Person resulting from the Company’s making available to Parent or Parent’s use of such information, forecastsor any information, estimates, budgets documents or prospect information that may have been material made available to Parent or any of its Representatives (in the due diligence materials provided to Parent, including in certain “the data rooms,” “virtual data rooms,” room, other management presentations (formal or informal) or in any other form in expectation ofconnection with the transactions contemplated by this Agreement except with respect to the express representations and warranties set forth in Article 3 (which includes the Company Disclosure Letter and the Filed SEC Reports, or in connection withas applicable). Without limiting the foregoing, the Company makes no representation or warranty to Parent or Merger Sub with respect to any business or financial projection, guidance or forecast relating to the other Transactions)Company or any of its Subsidiaries, whether or not included in the data room or any management presentation. Each of Parent and Merger Sub, on its behalf and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters.

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making making, and each of Parent and Merger Sub expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Parent, or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article V2, neither Parent Company nor any other Person makes any express or implied representation or warranty with respect to Parent Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent Company nor any other Person makes or has made any representation or warranty to the Company Parent, Parent Canadian Sub or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent Company in this Article V2, any oral or written information presented to the Company Parent or Parent Canadian Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of ParentCompany, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 2.28 shall limit the CompanyParent’s or Parent Canadian Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub Company in this Article V.2. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent Company acknowledges and agrees that none of the Company Parent or Parent Canadian Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Parent Canadian Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent and Parent Canadian Sub in Article IV3, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent Company, or any of its Representatives and that neither Parent nor Merger Sub Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” the Parent Data Room, management presentations or in any other form in expectation of, or in connection with, the Merger Transactions) and that Company has not relied on any such other representation or the other Transactions)warranty not set forth in this Agreement.

No Additional Representations. (a) Except for the representations and warranties made in this Article VARTICLE IV, or any certificate delivered herewith, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, US Holdings, Merger Sub 1, Merger Sub 2 or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect prospective information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VARTICLE IV or any certificate delivered herewith, any oral or written information presented to the Company Parent, US Holdings, Merger Sub 1 or Merger Sub 2 or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 4.29 shall limit the CompanyParent’s, Merger Sub 1’s or Merger Sub 2’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub the Company in this Article V.ARTICLE IV or any certificate delivered herewith. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, US Holdings, Merger Sub 1, Merger Sub 2 or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including US Holdings, Merger Sub 1 and Merger Sub 2) whatsoever, express or implied, beyond those expressly given by the Company Parent, US Holdings, Merger Sub 1 and Merger Sub 2 in Article IVARTICLE V or any certificate delivered herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives Affiliates or Representatives, and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect prospective information that may have been made available to Parent the Company or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger Mergers or the other Transactions)) and that the Company has not relied on any such other representation or warranty not set forth in this Agreement.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 4.27 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub the Company in this Article V.IV. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made by M&T and Merger Sub in this Article VIV, neither Parent nor none of M&T, Merger Sub or any other Person person makes any express or implied representation or warranty with respect to Parent or M&T, its Subsidiaries Subsidiaries, Merger Sub or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent M&T and Merger Sub hereby disclaims disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor none of M&T, Merger Sub or any other Person person makes or has made any representation or warranty to the Company Xxxxxx or any of its Affiliates affiliates or Representatives representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or M&T, any of its Subsidiaries or their respective businesses; businesses or (ii) except for the representations and warranties made by Parent M&T and Merger Sub in this Article VIV, any oral or written information presented to the Company Xxxxxx or any of its Affiliates affiliates or Representatives representatives in the course of their due diligence investigation of ParentM&T, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges M&T and agrees Merger Sub acknowledge and agree that none of the Company or neither Xxxxxx nor any other Person person has made or is making any representations or warranties relating to the Company or its Subsidiaries Xxxxxx whatsoever, express or implied, beyond those expressly given by the Company Xxxxxx in Article IVIII hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Xxxxxx furnished or made available to Parent M&T or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementrepresentatives. Without limiting the generality of the foregoing, Parent acknowledges that M&T and Merger Sub acknowledge that, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent M&T or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)representatives.

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective properties, assets or businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that none of the Company or any other Person has made or is making making, and each of Parent and Merger Sub expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, the Company Disclosure Letter or in any other document or certificate delivered by the Company or its Affiliates or Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation Affiliates or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article V, in any certificate delivered by Parent to the Company pursuant to Article VII and in any Transaction Agreement, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent in this Article V or in any certificate delivered by Parent to the Company pursuant to Article VII, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making making, and each of Parent, Merger Sub 1 and Merger Sub 2 expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IVIV or in any certificate delivered by the Company to Parent pursuant to Article VII, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Parent, or any of its Representatives and that neither Parent nor Parent, Merger Sub has 1 or Merger Sub 2 have relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made by the Purchaser in this Article V5 neither the Purchaser, neither Parent Merger Sub nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries the Purchaser, Merger Sub or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent the Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Purchaser, Merger Sub nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives Representatives, including the Members, with respect to (i) any financial projection, forecast, estimate, budget or prospect prospective information relating to Parent or any of its Subsidiaries the Purchaser, Merger Sub or their respective businesses; businesses or (ii) except for the representations and warranties made by Parent the Purchaser in this Article V5, any oral or written information presented to the Company or any of its Affiliates or Representatives Representatives, including the Members, in the course of their due diligence investigation of Parentthe Purchaser and Merger Sub, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent The Purchaser acknowledges and agrees that none of neither the Company or nor any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as other than those contained in Article 4. Each of the Purchaser and Merger Sub expressly disclaims any obligation or duty by the Company to make any disclosures of fact not required to be disclosed pursuant to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives specific representations and that neither Parent nor Merger Sub has relied on any such other representation or warranty not warranties set forth in this Agreement. Without limiting the generality of the foregoing, Parent each of the Purchaser and Merger Sub acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent Purchaser or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactionstransactions contemplated herein).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby the Company disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made contained in this Article VVIII, neither Parent Xxxx nor Purchaser nor any other Person or entity on behalf of Xxxx or Purchaser has made or makes any representation or warranty, whether express or implied representation or warranty implied, with respect to Parent or Xxxx, its Subsidiaries or their respective businesses, operationsaffairs, assets, liabilities liabilities, financial condition, results of operations, future operating or conditions financial results, estimates, projections, forecasts, plans or prospects (financial including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or otherwiseprospects) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any other information regarding the Company furnished provided or made available to Parent, Seller or any of their respective Representatives by or on behalf of Xxxx or Purchaser. Neither Xxxx nor Purchaser nor any other Person or entity on behalf of Xxxx or Purchaser has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets provided or made available to Parent or Seller or any of their Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Xxxx or its Representatives Subsidiaries, whether or not included in any management presentation. (b) Xxxx and Purchaser acknowledge and agree that neither except, (i) with respect to Seller, for the representations and warranties contained in Article VI and Article VII and (ii) with respect to Parent, for the representations and warranties contained in Article V, none of the Companies, Seller, Parent nor Merger Sub or any other Person or entity on behalf of Seller or Parent has relied on made or makes any such other representation or warranty warranty, whether express or implied, with respect to Parent, Seller, the Companies, the Business or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, or with respect to the accuracy or completeness of any other information provided or made available to Xxxx or Purchaser or any of their respective Representatives by or on behalf of Parent, Seller or the Companies. In furtherance of and not set forth in this Agreement. Without limiting the generality limitation of the foregoing, Parent acknowledges Xxxx and Purchaser acknowledge and agree that no representations none of Parent, Seller, the Companies or warranties are any other Person or entity on behalf of Parent, Seller or the Companies has made or makes, and neither Xxxx nor Purchaser has relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates, budgets budgets, future operating or prospect information that may have been financial results, plans or prospects (including the reasonableness of the assumptions underlying such projections, forecasts, estimates, budgets, future operating or financial results, plans or prospects) provided or made available to Parent Xxxx or Purchaser or any of its Representatives their respective Representatives, or of future revenues, future results of operations (including in certain “data rooms,” “virtual data rooms,” management presentations or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Parent, Seller, the Companies or the Business, whether or not included in any management presentation. Xxxx and the Purchaser acknowledge and agree that none of Seller or any other form in expectation ofPerson or entity on behalf of Parent or Seller has made or makes any representation or warranty, whether express or in connection withimplied, with respect to the Merger or the other Transactions)Retained Liabilities.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent nor Parent’s Subsidiaries nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or Related Entities or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionstransactions contemplated hereby, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor none of Parent, its Subsidiaries, or any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or Related Entities or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article VIV, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges and agrees that it has (i) had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries and Related Entities; (ii) been afforded the opportunity to ask questions of and receive answers from officers of the Company; and (iii) conducted its own independent investigation of the Company and its Subsidiaries and Related Entities, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that none of neither the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries or Related Entities whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Parent, Merger Sub, or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementtheir Representatives. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent Parent, Merger Sub or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)their Representatives.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Buyer or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; properties, assets or businesses or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent, Buyer or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Buyer or any other Person has made or is making making, and the Company expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company Parent or its Subsidiaries (including Buyer) whatsoever, express or implied, beyond those expressly given by the Company Parent and Buyer in Article IVV, the Parent Disclosure Letter or in any other document or certificate delivered by Parent, Buyer or their respective Affiliates or Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation Affiliates or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIII, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or Related Entities or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionstransactions contemplated hereby, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or the Company, any of its Subsidiaries or Related Entities or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIII, any oral or written information presented to the Company Parent, Merger Sub or any of its their Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) The Company acknowledges and agrees that it has (i) had the opportunity to meet with the management of Parent and to discuss the business, assets and liabilities of Parent and its Subsidiaries and Related Entities; (ii) been afforded the opportunity to ask questions of and receive answers from officers of Parent; and (iii) conducted its own independent investigation of Parent and its Subsidiaries and Related Entities, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub) or Related Entities whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Representatives.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, in any certificate delivered by the Company to Parent pursuant to Article VII and in any Transaction Agreement, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article IV or in any certificate delivered by the Company to Parent pursuant to Article VII, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub 1, Merger Sub 2, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V), any oral or written information presented to the Company Parent, Merger Sub 1 or Merger Sub 2 or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub 1 or Merger Sub 2 or any other Person has made or is making making, and the Company expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company Parent or its Subsidiaries (including the Merger Subs) whatsoever, express or implied, beyond those expressly given by Parent, Merger Sub 1 and Merger Sub 2 in Article V, in any certificate delivered by Parent to the Company in pursuant to Article IVVII, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made contained in this Article VVI and the representations and warranties of Seller contained in Article VII, neither Parent Seller nor any other Person makes or entity on behalf of Seller has made or makes, and Seller has not relied upon, any representation or warranty, whether express or implied representation or warranty implied, with respect to Parent or Seller, its Subsidiaries or their respective businesses, operationsaffairs, assets, liabilities liabilities, financial condition, results of operations, future operating or conditions financial results, estimates, projections, forecasts, plans or prospects (financial including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or otherwiseprospects) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any other information regarding the Company furnished provided or made available to Parent Xxxx, Purchaser or any of its their respective Representatives by or on behalf of Seller. Neither Seller nor any other Person or entity on behalf of Seller has made or makes, and that neither Parent nor Merger Sub Seller has not relied on upon, any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoingwarranty, Parent acknowledges that no representations whether express or warranties are made implied, with respect to any projections, forecasts, estimates, estimates or budgets provided or prospect information that may have been made available to Parent Xxxx or Purchaser or any of their Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Seller or its Subsidiaries, whether or not included in any management presentation. (b) Seller acknowledges and agrees that except for the representations and warranties contained in Article VIII, none of Xxxx, Purchaser or any other Person or entity on behalf of Xxxx or Purchaser has made or makes any representation or warranty, whether express or implied, with respect to Xxxx or Purchaser or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Seller or any of its Representatives by or on behalf of Xxxx or Purchaser. Seller acknowledges and agrees that none of Xxxx, Purchaser or any other Person or entity on behalf of Xxxx or Purchaser has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets provided or made available to Seller or any of its Representatives of future revenues, future results of operations (including in certain “data rooms,” “virtual data rooms,” management presentations or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Xxxx or Purchaser, whether or not included in any other form in expectation of, or in connection with, the Merger or the other Transactions)management presentation.

No Additional Representations. (a) Except for the representations and warranties made expressly set forth in this Article VIV (as modified by the Parent Disclosure Letter), the Company specifically acknowledges and agrees that neither Parent nor any of its Affiliates, Representatives or shareholders or any other Person makes makes, or has made, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity). Except for the representations and warranties expressly set forth in this Article III (as modified by the Company Disclosure Letter), the Company hereby expressly disclaims and negates (a) any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to Parent (i) the Company or its the Company Subsidiaries or their any of the Company’s or the Company’s Subsidiaries respective businesses, assets, employees, Permits, liabilities, operations, assets, liabilities prospects or conditions condition (financial or otherwise) in connection or (ii) any opinion, projection, forecast, statement, budget, estimate, advice or other information (including information with this Agreement respect to filings with and consents of any Governmental Entity (including the FERC, the FCC and the State Commissions) or information with respect to the future revenues, results or operations (or any component thereof), cash flows, financial condition (or any component thereof) or the Transactionsfuture business and operations of the Company or the Company Subsidiaries, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor as well as any other Person makes business plan and cost-related plan information of the Company or has the Company Subsidiaries), made, communicated or furnished (orally or in writing), or to be made, communicated or furnished (orally or in writing), to Parent, its Affiliates or its Representatives, in each case, whether made any representation or warranty to by the Company or any of its Affiliates Affiliates, Representatives or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company shareholders or any other Person has made or is making any representations or warranties relating to the (this clause (ii), collectively, “Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives Projections”) and that neither Parent nor Merger Sub has relied on (b) all liability and responsibility for any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)such Company Projection.

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Parent, or any of its Representatives and that neither Parent nor Merger Sub has relied on upon any such other representation or warranty not set forth in this Agreementwarranty. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for Each of Parent and Offeror acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the representations Company which it and warranties made in this Article Vits 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 to discuss the business and assets of the Company, and based thereon and on its own knowledge, has formed an independent judgment concerning the advisability of the Offer. Each of Parent and Offeror acknowledges that neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoeverwarranty, express or implied, beyond those expressly given by in respect of the Company in Article IVor 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 implied representation particular purpose of any assets, the nature or warranty as to extent of any liabilities, the prospects of the business, the effectiveness or the success of any operations, or the accuracy or completeness of any information regarding the Company and its Subsidiaries furnished or made available to Parent, Offeror and their Representatives except as expressly set forth in Article II hereto (as modified by the Company Disclosure Letter), and neither the holders of Shares, the Company, its directors, officers, managers, employees, agents or other representatives, nor any other Person shall be subject to any liability to Parent, Offeror or any other Person resulting from the Company’s making available to Parent or Offeror or Parent’s or Offeror’s use of such information or any information, documents or material made available to Parent or Offeror. Each of Parent and Offeror, on its behalf and on behalf of its Representatives Affiliates, expressly waives any such claim relating to the foregoing matters. Except as expressly set forth in Article II, Parent and Offeror are entering into the transactions contemplated hereby without any representations or warranties, express or implied, as to merchantability, satisfactory quality, or fitness for any particular purpose, in an “as is” condition and on a “where is” basis. Each of Parent and Offeror specifically disclaims that neither Parent nor Merger Sub it is relying upon or has relied on upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty not made by any Person except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Article II.

No Additional Representations. (a) Except for Parent and Sub acknowledge that (i) it and its Representatives have received access to certain books and records, facilities, equipment, Contracts and other assets of the representations Company and warranties made that it and its Representatives have had an opportunity to meet with certain management of the Company and to discuss certain aspects of the business of the Company, and (ii) neither Parent, Sub nor any of their Affiliates requires any additional access, meetings or discussions with the Company or its Representatives in order to enter into this Article VAgreement (it being acknowledged and agreed that this representation and warranty shall not in any way amend, modify or otherwise limit the express rights of Parent and its Representatives and obligations of the Company under this Agreement, including Section 6.02). (b) Parent acknowledges that neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoeverwarranty, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information (including any estimates, projections, forecasts, plans or budgets for the Company or its Subsidiaries) regarding the Company furnished or made available to Parent or any of and its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not Representatives, except as expressly set forth in this Agreement. Without limiting Article III (which includes the generality of Company Disclosure Letter), and neither the foregoing, Parent acknowledges that no representations or warranties are made with respect Company nor any other Person shall be subject to any projections, forecasts, estimates, budgets or prospect information that may have been made available liability to Parent or any of its Representatives Affiliates resulting from the Company’s making available to Parent or Parent’s use of such information provided or made available to Parent or its Representatives, or any information, documents or material made available to Parent in the due diligence materials provided to Parent, other management presentations (formal or informal) (including in certain “data rooms,” “virtual data rooms,” management presentations any estimates, projections, forecasts, plans or budgets for the Company or its Subsidiaries) or in any other form in expectation ofconnection with the Transactions; provided that, notwithstanding the foregoing, nothing in this Section 4.14 shall relieve the Company of any liability for fraud or willful misconduct by the Company or any of its Representatives. Other than the representations and warranties of the Company set forth in Article III (including the Company Disclosure Letter), Parent and Sub acknowledge that neither they nor any of their Affiliates are relying upon any other representations, warranties, statements, projections, estimates, forward looking statements or business plans made by the Company, any Company Subsidiary or any of their employees, officers, directors, agents or Representatives in connection withwith the determination of Parent and Sub to enter into this Agreement and consummate the Transactions; provided, however, that, notwithstanding the Merger foregoing, nothing in this Section 4.14 shall relieve the Company of any liability for fraud or willful misconduct by the other Transactions)Company or any of its Representatives.

No Additional Representations. (a) The Buyer acknowledges that it and the Buyer Representatives have been permitted full and complete access to the Acquired Assets and Assumed Liabilities that it and the Buyer Representatives have desired or requested to see or review, and that it and the Buyer Representatives have had full opportunity to meet with the Seller and the Seller Representatives to discuss the Business, the Acquired Assets and the Assumed Liabilities. The Buyer acknowledges that it and the Buyer Representatives have received or have had an opportunity to review prior to the date hereof all written materials which the Seller is required to deliver or make available, as the case may be, to the Buyer pursuant to this Agreement on or prior to the date hereof. Except for as specifically and expressly provided in this Agreement, including Article III, the certificate delivered by the Seller pursuant to Section 8.2(d), the Local Agreements, the Bills of Sale and the IPALA, the Seller disclaims all representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by regarding the Company in Article IVSeller Entities, including any implied representation the Business, the Acquired Assets, the Assumed Liabilities or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives the foregoing. The Buyer acknowledges and that agrees (i) to such disclaimer and (ii) that, except as specifically and expressly provided in any of the foregoing, (A) neither Parent the Seller nor Merger Sub any other Person has relied on made any such other representation or warranty not warranty, express or implied, regarding the Seller Entities, the Acquired Assets, the Assumed Liabilities or the accuracy or completeness of any information regarding any of the foregoing; (B) the Acquired Assets and the Assumed Liabilities are being transferred on an “as is, where is” basis “with all faults” except as may be set forth in this Agreement, including Article III; (C) neither the Seller nor any other Person makes any representations or warranties of any kind, express or implied, respecting the Acquired Assets or the Assumed Liabilities, including warranties of fitness for a particular use, warranties of merchantability, warranties of non-infringement and strict liability rights, all of which are hereby unconditionally and irrevocably waived by the Buyer; (D) the Buyer is not relying on any representation or warranty of any kind, express or implied, of the Seller or any other Person regarding the Business, the Acquired Assets, the Assumed Liabilities or the accuracy or completeness of any information regarding any of the foregoing; and (E) neither the Buyer nor any other Person will have any right or remedy arising out of any representation, warranty or statement. (b) The Seller acknowledges that it and the Seller Representatives have had full opportunity to meet with the Buyer and the Buyer Representatives to discuss the businesses of the Buyer. Without limiting The Seller acknowledges that it and the generality Seller Representatives have received or have had an opportunity to review prior to the date hereof all written materials which the Buyer is required to deliver or make available, as the case may be, to the Seller pursuant to this Agreement on or prior to the date hereof. Except as specifically and expressly provided in this Agreement, including Article IV, the certificate delivered by the Buyer pursuant to Section 8.3(d), the Local Agreements, the Bills of Sale, and the IPALA, the Buyer disclaims all representations and warranties, express or implied, regarding the Shares and the businesses of the Buyer or the accuracy or completeness of any information regarding any of the foregoing. The Seller acknowledges and agrees (i) to such disclaimer and (ii) that, except as specifically and expressly provided in any of the foregoing, Parent acknowledges that no (A) neither the Buyer nor any other Person has made any representation or warranty, express or implied, regarding the Shares or the businesses of the Buyer or the accuracy or completeness of any information regarding any of the foregoing; (B) neither the Buyer nor any other Person makes any representations or warranties of any kind, express or implied, respecting the Shares, all of which are made with respect to hereby unconditionally and irrevocably waived by the Seller; (C) the Seller is not relying on any projectionsrepresentation or warranty of any kind, forecastsexpress or implied, estimates, budgets or prospect information that may have been made available to Parent of the Buyer or any other Person regarding the Shares or the businesses of its Representatives the Buyer or the accuracy or completeness of any information regarding any of the foregoing; and (including in certain “data rooms,” “virtual data rooms,” management presentations or in D) neither the Seller nor any other form in expectation ofPerson will have any right or remedy arising out of any representation, warranty or in connection with, the Merger or the other Transactions)statement.

No Additional Representations. (a) Except for the representations and warranties made by Xxxxxx in this Article VIII, neither Parent Xxxxxx nor any other Person person makes any express or implied representation or warranty with respect to Parent Xxxxxx or its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent Xxxxxx hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent Xxxxxx nor any other Person person makes or has made any representation or warranty to the Company M&T, Merger Sub or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or Xxxxxx, any of its Subsidiaries or their respective businesses; businesses or (ii) except for the representations and warranties made by Parent Xxxxxx in this Article VIII, any oral or written information presented to the Company M&T, Merger Sub or any of its Affiliates their respective affiliates or Representatives in the course of their due diligence investigation of ParentXxxxxx, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent Xxxxxx acknowledges and agrees that none of the Company M&T, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company M&T or its Subsidiaries Merger Sub whatsoever, express or implied, beyond those expressly given by the Company M&T and Merger Sub in Article IVIV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company M&T or Merger Sub furnished or made available to Parent Xxxxxx or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent Xxxxxx acknowledges that that, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent Xxxxxx or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Representatives.

No Additional Representations. (a) Except for Parent acknowledges and agrees that except as expressly set forth in Article II, none of Company, the representations Subsidiaries or any of their respective Representatives has made any representation or warranty, express or implied, to Parent, Sub or any of their respective Representatives in connection with this Agreement, the Merger or any of the other transactions contemplated hereby. (b) In connection with the due diligence investigation of the Company and warranties made the Subsidiaries by Parent and Sub and their respective Affiliates, stockholders, directors, officers, employees, agents, Representatives or advisors, Parent and Sub and their respective Affiliates, stockholders, directors, officers, employees, agents, Representatives and advisors have received and may continue to receive after the Agreement Date from the Company and the Subsidiaries and their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, Representatives and advisors certain estimates, projections, forecasts and other forward looking information, as well as certain business plan information, regarding the Company and the Subsidiaries and their businesses and operations. Parent and Sub hereby acknowledge that there are uncertainties inherent in this attempting to make such estimates, projections, forecasts and other forward looking statements, as well as in such business plans, and that Parent and Sub will have no claim against the Company and the Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, Representatives or advisors, or any other person with respect thereto unless any such information is expressly addressed or included in a representation or warranty contained in Article VII. Accordingly, Parent and Sub hereby acknowledge and agree that neither Parent the Company and the Subsidiaries nor any of their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, Representatives or advisors, nor any other Person makes person, has made or is making any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businessessuch estimates, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets forward looking statements or prospect business plans unless any such information that may have been made available to Parent is expressly addressed or any of its Representatives (including included in certain “data rooms,” “virtual data rooms,” management presentations a representation or warranty contained in any other form in expectation of, or in connection with, the Merger or the other Transactions)Article II.

No Additional Representations. (a) Except for the representations and warranties made in this Article VARTICLE V or any certificate delivered herewith, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect prospective information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article VARTICLE V or any certificate delivered herewith, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 5.30 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx Parent, US Holdings, Merger Sub 1 and Xxxxxx Merger Sub 2 in this Article V.ARTICLE V or any certificate delivered herewith. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IVARTICLE IV or any certificate delivered herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Parent, or any of its Representatives Affiliates or Representatives, and that neither Parent nor none of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect prospective information that may have been made available to Parent or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger Mergers or the other Transactions)) and that none of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 has relied on any such other representation or warranty not set forth in this Agreement.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective properties, assets or businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making making, and the Company expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IVV, the Parent Disclosure Letter or in any other document or certificate delivered by Parent or its Affiliates or its Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation Affiliates or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in (i) this Article VIV, as qualified by the Parent Disclosure Schedules, (ii) any certificate delivered pursuant to this Agreement or (iii) the Support Agreement, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement Agreement, the Merger or the other Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations or warranties expressly provided in this Article IV, as qualified by the Parent Disclosure Schedules, or in any certificate delivered pursuant to this Agreement or in the Support Agreement, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates affiliates or Representatives representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties expressly made by Parent in this Article VIV, as qualified by the Parent Disclosure Schedules, or in any certificate delivered pursuant to this Agreement or in the Support Agreement, any oral or written information presented to the Company or any of its Affiliates affiliates or Representatives representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Merger or the other Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Subsidiary acknowledges and agrees that none of neither the Company or nor any other Person has made or is making making, and each of Parent and Merger Subsidiary expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, as qualified by the Company Disclosure Schedules or in any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries furnished or made available to Parent or Merger Subsidiary or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementtheir respective representatives. Without limiting the generality of the foregoing, each of Parent acknowledges that and Merger Subsidiary acknowledge that, except for the representations and warranties expressly provided in Article III, as qualified by the Company Disclosure Schedules, or in any certificate delivered pursuant to this Agreement, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or Merger Subsidiary or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)their respective representatives.

No Additional Representations. (a) Except for the representations and warranties made by Parent in this Article VIV, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or Parent, its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent in this Article IV, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or Parent, any of its Subsidiaries or their respective businesses; businesses or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of ParentPurchaser, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the neither Company or nor any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent acknowledges that that, except for the representations and warranties made by Company in Article III, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Representatives.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIII, neither Parent the Contributor, Raptor nor any other Person makes any express or implied representation or warranty with respect to Parent the Contributor or its the Contributor Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Contributor and Raptor hereby disclaims disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Contributor, Raptor nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Contributor or any of its the Contributor Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Contributor and Raptor in this Article VIII, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parentthe Contributor or the Contributor Subsidiaries, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges the Contributor and agrees Raptor acknowledge and agree that none of the neither Company or nor any other Person has made or is making any representations or warranties relating to Company or any of the Company Subsidiaries or its Subsidiaries their respective Affiliates whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent the Contributor and Raptor or any of its their respective Representatives and that neither Parent Contributor nor Merger Sub Raptor has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges the Contributor and Raptor acknowledge that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Contributor or Raptor or any of its their respective Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)) and neither Contributor nor Raptor has relied on any such information.

No Additional Representations. Buyer acknowledges that it has completed such inquiries and investigations as it has deemed appropriate into the Company and each Company Subsidiary. Buyer acknowledges (on behalf of itself and its Affiliates) that it and its Representatives have been permitted adequate access to the books and records, facilities, equipment, tax returns, contracts, insurance policies (or summaries thereof) and other properties and Assets of the Company and the Company Subsidiaries that it and its representatives have desired or requested to see and/or review, and that it and its Representatives have had opportunities to meet with the partners, officers and employees of Seller, the Company and the Company Subsidiaries to discuss the businesses and Assets of the Company and the Company Subsidiaries. Buyer acknowledges and agrees (on behalf of itself and its Affiliates) that (a) Except for none of Seller, the representations and warranties made in this Article V, neither Parent nor Company or any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or person has made any representation or warranty to the Company warranty, expressed or any of its Affiliates or Representatives implied, with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made transactions contemplated by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company and the Company Subsidiaries furnished or made available to Parent or any of Buyer and its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not representatives, except as expressly set forth in this Agreement. Without limiting Agreement or the generality of Seller Disclosure Schedule , (b) Buyer and its Affiliates have not relied on any representation or warranty from Seller, the foregoingCompany, Parent acknowledges that no representations any Company Subsidiary or warranties are made any other person with respect to the Company, the Interest, the Business or any projectionsother matter, forecastsexcept for the representations and warranties expressly set forth in this Agreement or the Seller Disclosure Schedule, estimates(c) none of Seller, budgets the Company, or prospect any other person shall have or be subject to any liability to Buyer or any other person resulting from the distribution to Buyer, or Buyer’s use of, any such information that may have been and any information, documents or material made available to Parent or any of its Representatives (including Buyer in certain “data rooms,” “virtual data rooms,” room(s)”, management presentations or in any other form in expectation ofof the Transactions and (d) EXCEPT WITH RESPECT TO REPRESENTATIONS AND WARRANTIES AND COVENANTS AS EXPRESSLY SET FORTH IN THIS AGREEMENT, or in connection withSHOULD THE CLOSING OCCUR, the Merger or the other Transactions)THE INTEREST (AND THEREFORE THE COMPANY) ARE ACQUIRED BY BUYER WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, the Parent Disclosure Schedules or any certificate delivered pursuant to this Agreement, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement Agreement, the Combination or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article IV, the Parent Disclosure Schedules or any certificate delivered pursuant to this Agreement, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates affiliates or Representatives representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article VIV, the Parent Disclosure Schedules or any certificate delivered pursuant to this Agreement, any oral or written information presented to the Company or any of its Affiliates affiliates or Representatives representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Combination or the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent each of Parent, Merger Subsidiary 1 and Merger Subsidiary 2 acknowledges and agrees that none of neither the Company or nor any other Person has made or is making making, and each of Parent, Merger Subsidiary 1 and Merger Subsidiary 2 expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, the Company Disclosure Schedules or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries furnished or made available to Parent Parent, Merger Subsidiary 1 or Merger Subsidiary 2 or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementtheir respective representatives. Without limiting the generality of the foregoing, Parent acknowledges that each of Parent, Merger Subsidiary 1 and Merger Subsidiary 2 acknowledge that, except as expressly provided in Article III, the Company Disclosure Schedules or any certificate delivered pursuant to this Agreement, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent Parent, Merger Subsidiary 1 or Merger Subsidiary 2 or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)their respective representatives.

No Additional Representations. (a) Except for the representations and warranties made Purchaser acknowledges that neither Sellers nor any of their Affiliates makes any representation or warranty as to any matter whatsoever except as expressly set forth in this Article VIV or in any certificate delivered by a Seller to Purchaser in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that neither Parent nor any other Person Seller makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projectionprojections, forecast, estimate, budget estimates or prospect information relating budgets delivered or made available to Parent Purchaser (or any of its Subsidiaries or their respective businesses; Affiliates, officers, directors, employees or representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Business or (ii) except for the representations future business and warranties made by Parent in this Article Voperations of the Business, any oral or written and Purchaser has not relied on such information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality Article IV. (b) Purchaser has conducted its own independent review and analysis of the foregoingbusiness, Parent operations, assets, liabilities, results of operations, financial condition and prospects of Sellers and the Business and acknowledges that no Purchaser has been provided access for such purposes. Except for the representations and warranties expressly set forth in this Article IV or in any certificate delivered to Purchaser by Sellers in accordance with the terms hereof, in entering into this Agreement, Purchaser has relied solely upon its independent investigation and analysis of Sellers and the Business, and Purchaser acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Parent or Sellers, or any of their respective Affiliates, stockholders, controlling persons or representatives that are not expressly set forth in this Article IV or in any certificate delivered by any Seller to Purchaser, whether or not such representations, warranties or statements were made in writing or orally. Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in this Article IV or in any certificate delivered by any Seller to Purchaser, (i) Parent and Sellers do not make, or have not made, any representations or warranties are made relating to themselves or the Businesses or otherwise in connection with respect the transactions contemplated hereby and Purchaser is not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by Parent or any Seller to make any representation or warranty relating to themselves or their business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Purchaser as having been authorized by such party, and (iii) any estimates, projections, forecastspredictions, estimatesdata, budgets financial information, memoranda, presentations or prospect any other materials or information that may have been made available provided or addressed to Parent Purchaser or any of its Representatives (including representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)this Article IV.

No Additional Representations. (a) Except for the representations and warranties made by Parent and Merger Sub in this Article VIV, neither Parent nor none of Parent, Merger Sub or any other Person makes any express or implied representation or warranty with respect to Parent Parent, Merger Sub or its their respective Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor none of Parent, Merger Sub or any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or Parent, Merger Sub any of its their respective Subsidiaries or their respective businesses; , or (ii) except for the representations and warranties made by Parent and Merger Sub in this Article VIV, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of ParentParent and Merger Sub, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (iii) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that none of neither the Company or nor any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Parent, Merger Sub or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementtheir respective Representatives. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent Parent, Merger Sub or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)their respective Representatives.

No Additional Representations. (a) Except for Parent and Merger Sub acknowledge that the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in ARTICLE III or in any certificate delivered by the Company to Parent or any Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of its Affiliates the foregoing) that the Company makes no representation or Representatives warranty with respect to (i) any financial projectionprojections, forecast, estimate, budget estimates or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished budgets delivered or made available to Parent or Merger Sub (or any of their respective affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Representatives Subsidiaries or (ii) the future business and that operations of the Company and its Subsidiaries, and neither Parent nor Merger Sub has relied on such information or any other representations or warranties not set forth in ARTICLE III. (b) Parent and Merger Sub have conducted their own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledge that Parent and Merger Sub have been provided access for such other purposes. Except for the representations and warranties expressly set forth in ARTICLE III or in any certificate delivered to Parent and Merger Sub by the Company in accordance with the terms hereof, in entering into this Agreement, each of Parent and Merger Sub have relied solely upon its independent investigation and analysis of the Company and the Company’s Subsidiaries, and Parent and Merger Sub acknowledge and agree that they have not been induced by and have not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries, or any of their respective affiliates, stockholders, controlling persons or representatives that are not expressly set forth in ARTICLE III or in any certificate delivered by Parent to the Company, whether or not such representations, warranties or statements were made in writing or orally. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in ARTICLE III or in any certificate delivered by the Company to Parent or Merger Sub, (i) the Company does not make, or has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and Parent and Merger Sub are not relying on any representation or warranty not except for those expressly set forth in this Agreement. Without limiting , (ii) no person has been authorized by the generality Company to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of the foregoing, Parent acknowledges that no their representatives are not and shall not be deemed to be or include representations or warranties are made with respect to of the Company unless any projections, forecasts, estimates, budgets such materials or prospect information that may have been made available to Parent is the subject of any express representation or any of its Representatives (including warranty set forth in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)ARTICLE III.

No Additional Representations. (a) Except for the representations and warranties made by Company in this Article VIII, neither Parent Company nor any other Person makes any express or implied representation or warranty with respect to Parent Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Company in this Article III, neither Parent Company nor any other Person makes or has made any representation or warranty to the Company Parent or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or Company, any of its Subsidiaries or their respective businesses; businesses or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company Parent or any of its Affiliates or Representatives in the course of their due diligence investigation of ParentCompany, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent Company acknowledges and agrees that none of the Company or neither Parent nor any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries Parent whatsoever, express or implied, beyond those expressly given by the Company Parent in Article IVIV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent Company or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Company acknowledges that, except for the representations and warranties made by Parent acknowledges that in Article IV, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Representatives.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIII, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or Related Entities or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionstransactions contemplated hereby, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their Affiliates or Representatives with respect to (ia) any financial projection, forecast, estimate, budget or prospect information relating to Parent or the Company, any of its Subsidiaries or Related Entities or their respective businesses; or (iib) except for the representations and warranties made by Parent the Company in this Article VIII, any oral or written information presented to the Company Parent, Merger Sub or any of its their Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) The Company acknowledges and agrees that it has (i) had the opportunity to meet with the management of Parent and to discuss the business, assets and liabilities of Parent and its Subsidiaries and Related Entities; (ii) been afforded the opportunity to ask questions of and receive answers from officers of Parent; and (iii) conducted its own independent investigation of Parent and its Subsidiaries and Related Entities, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub) or Related Entities whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Representatives.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 4.26 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub the Company in this Article V.IV. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub, or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Parent or Merger Sub or any of its their respective Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 4.28 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub the Company in this Article V.IV. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company Parent, Merger Sub or any other Person has made or is making any representations or warranties relating to the Company Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IVV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent furnished or made available to Parent the Company, or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)) and that the Company has not relied on any such other representation or warranty not set forth in this Agreement.

No Additional Representations. (a) Except for the representations and warranties made expressly set forth in this Article V, neither Parent nor III (as modified by the Company Disclosure Letter) and in any other Person makes any express or implied representation or warranty with respect certificate delivered by the Company to Parent or its Subsidiaries or their respective businessesin accordance with the terms hereof, operations, assets, liabilities or conditions each of Parent and Merger Sub (financial or otherwisea) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent specifically acknowledges and agrees that none of the Company or any of its Affiliates, Representatives or shareholders or any other Person makes, or has made made, any other express or is making any representations implied representation or warranties relating warranty whatsoever (whether at law, including at common law or by statute, or in equity), including with respect to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Subsidiaries or any of its Representatives the Company’s or the Company Subsidiaries’ respective businesses, assets, employees, Permits, liabilities, operations, regulatory matters, prospects, condition (financial or otherwise) or any Company Projection, and that neither Parent nor Merger Sub has relied on hereby expressly waives and relinquishes any and all rights, Claims or causes of action (whether in contract or in tort or otherwise, or whether at law, including at common law or by statute, or in equity) based on, arising out of or relating to any such other representation or warranty not or any Company Projection, (b) specifically acknowledges and agrees to the Company’s express disclaimer and negation of any such other representation or warranty or any Company Projection and of all liability and responsibility for any such other representation or warranty or any Company Projection and (c) expressly waives and relinquishes any and all rights, Claims and causes of action (whether in contract or in tort or otherwise, or whether at law, including at common law or by statute, or in equity) against (i) the Company in connection with accuracy, completeness or materiality of any Company Projection and (ii) any Affiliate of the Company or any of the Company’s or any such Affiliate’s respective Representatives or shareholders (other than the Company) or any other Person, and hereby specifically acknowledges and agrees that such Persons shall have no liability or obligations, based on, arising out of or relating to this Agreement or the negotiation, execution, performance or subject matter hereof, including (1) for any alleged nondisclosure or misrepresentations made by any such Person or (2) in connection with the accuracy, completeness or materiality of any Company Projection. Each of Parent and Merger Sub acknowledges and agrees that (A) it has conducted its own independent investigation of the transactions contemplated hereby (including with respect to the Company and the Company Subsidiaries and their respective businesses, operations, assets and liabilities) and, in making its determination to enter into this Agreement and proceed with the transactions contemplated hereby, has relied solely on the results of such independent investigation and the representations and warranties of the Company expressly set forth in this Agreement. Without limiting Article III (as modified by the generality Company Disclosure Letter) and in any certificate delivered by the Company to Parent in accordance with the terms hereof, and (B) except for the representations and warranties of the foregoing, Parent acknowledges that no representations or warranties are made with respect to Company expressly set forth in Article III (as modified by the Company Disclosure Letter) and in any projections, forecasts, estimates, budgets or prospect information that may have been made available certificate delivered by the Company to Parent in accordance with the terms hereof, it has not relied on, or been induced by, any representation, warranty or other statement of or by the Company or any of its Affiliates, Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in shareholders or any other form in expectation ofPerson, including any Company Projection or in connection with, with respect to the Merger Company or the other Transactions)Company Subsidiaries or any of the Company’s or the Company Subsidiaries’ respective businesses, assets, employees, Permits, liabilities, operations, regulatory matters, prospects or condition (financial or otherwise) or any Company Projection, in determining to enter into this Agreement and proceed with the transactions contemplated hereby.

No Additional Representations. (a) Except for the representations and warranties made by Company in this Article VIII, neither Parent Company nor any other Person makes any express or implied representation or warranty with respect to Parent Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent Company nor any other Person makes or has made any representation or warranty to the Company Purchaser or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or Company, any of its Subsidiaries or their respective businesses; businesses or (ii) except for the representations and warranties made by Parent Company in this Article VIII, any oral or written information presented to the Company Purchaser or any of its Affiliates or Representatives in the course of their due diligence investigation of ParentCompany, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent Company acknowledges and agrees that none of the Company or neither Purchaser nor any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries Purchaser whatsoever, express or implied, beyond those expressly given by the Company Purchaser in Article IVIV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Purchaser furnished or made available to Parent Company or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent Company acknowledges that that, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Representatives.

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent Parent, Buyer nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries (including Buyer) or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; businesses or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Buyer acknowledges and agrees that none of the Company or any other Person has made or is making making, and each of Parent and Buyer expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, the Company Disclosure Letter or in any other document or certificate delivered by the Company or its Affiliates or Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation Affiliates or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, each of Parent and Buyer acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made by Mercury in this Article VIV, neither Parent Mercury nor any other Person makes any express or implied representation or warranty with respect to Parent Mercury or its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent Mercury hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent Mercury nor any other Person makes or has made any representation or warranty to the Company Saturn, Merger Sub 1 or Merger Sub 2 or any of its their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or Mercury, any of its Subsidiaries or their respective businesses; businesses or (ii) except for the representations and warranties made by Parent Mercury in this Article VIV, any oral or written information presented to the Company Saturn, Merger Sub 1 or Merger Sub 2 or any of its their Affiliates or Representatives in the course of their due diligence investigation of ParentMercury, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) Mercury acknowledges and agrees that it (i) has had the opportunity to meet with the management of Saturn and to discuss the business, assets and liabilities of Saturn and its Subsidiaries, (ii) has been afforded the opportunity to ask questions of and receive answers from officers of Saturn and (iii) has conducted its own independent investigation of Saturn and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, Parent Mercury acknowledges and agrees that none of the Company Saturn, Merger Sub 1, Merger Sub 2 or any other Person has made or is making any representations or warranties relating to the Company Saturn, Merger Sub 1, Merger Sub 2 or its their respective Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company Saturn, Merger Sub 1 and Merger Sub 2 in Article IVIII hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Saturn furnished or made available to Parent Mercury or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent Mercury acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent Mercury or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Representatives.

No Additional Representations. (a) Except for the representations and warranties made by Company in this Article VIII, neither Parent Company nor any other Person person makes any express or implied representation or warranty with respect to Parent or Company, its Subsidiaries Subsidiaries, or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent Company nor any other Person person makes or has made any representation or warranty to the Company Purchaser, Sub or any of its Affiliates or Representatives their affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or Company, any of its Subsidiaries or their respective businesses; businesses or (ii) except for the representations and warranties made by Parent Company in this Article VIII, any oral or written information presented to the Company Purchaser, Sub or any of its Affiliates affiliates or Representatives representatives in the course of their due diligence investigation of ParentCompany, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent Company acknowledges and agrees that none of the Company Purchaser, Sub or any other Person person has made or is making any representations or warranties relating to the Company Purchaser or its Subsidiaries Sub whatsoever, express or implied, beyond those expressly given by the Company Purchaser and Sub in Article IVIV hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Purchaser or Sub furnished or made available to Parent Company or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementrepresentatives. Without limiting the generality of the foregoing, Parent Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)representatives.

No Additional Representations. (a) Except for the representations and warranties made expressly set forth in this Article VIV (as modified by the Parent Disclosure Letter) and in any certificate delivered by Parent to the Company in accordance with the terms hereof, the Company specifically acknowledges and agrees that neither Parent nor any of its Affiliates, Representatives or shareholders or any other Person makes makes, or has made, any other express or implied representation or warranty whatsoever (whether at law, including at common law, or by statute, or in equity). Except for the representations and warranties expressly set forth in this Article III (as modified by the Company Disclosure Letter) and in any certificate delivered by the Company to Parent in accordance with the terms hereof, the Company hereby expressly disclaims and negates (a) any other express or implied representation or warranty whatsoever (whether at law, including at common law or by statute, or in equity), including with respect to Parent (i) the Company or its the Company Subsidiaries or their any of the Company’s or the Company Subsidiaries’ respective businesses, assets, employees, Permits, liabilities, operations, assetsregulatory matters, liabilities prospects or conditions condition (financial or otherwise) in connection or (ii) any opinion, projection, forecast, statement, budget, estimate, advice or other information with this Agreement respect to the projections, budgets or estimates of future revenues, results of operations (or any component thereof), cash flows, financial condition (or any component thereof) or the Transactionsfuture business and operations of the Company or the Company Subsidiaries related to future periods, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor as well as any other Person makes business plan and cost-related plan information of the Company or has the Company Subsidiaries, made, communicated or furnished (orally or in writing), or to be made, communicated or furnished (orally or in writing), to Parent, its Affiliates or its Representatives, in each case, whether made any representation or warranty to by the Company or any of its Affiliates Affiliates, Representatives or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company shareholders or any other Person has made or is making any representations or warranties relating to the (this clause (ii), collectively, “Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives Projections”) and that neither Parent nor Merger Sub has relied on (b) all liability and responsibility for any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any such Company Projection, except in the case of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)fraud.

No Additional Representations. (a) Except for the representations and warranties made by Parent in this Article V5, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or the Transactionsprospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent in this Article 5, neither Parent nor any other Person makes or has made any representation or warranty to the Company PLMT or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or Parent, any of its Subsidiaries or their respective businesses; businesses or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company Parent or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or neither PLMT nor any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries PLMT whatsoever, express or implied, beyond those expressly given by the Company PLMT in Article IV4 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company PLMT furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, Parent acknowledges that that, except for the representations and warranties made by PLMT in Article 4, no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Representatives.

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent, Merger Sub, Parent Manager nor any other Person makes any express or implied representation or warranty with respect to Parent or Parent, its Subsidiaries (including Merger Sub) or Parent Manager or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and each of Parent and Parent Manager hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; properties, assets or businesses or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that none of the Company or any other Person has made or is making making, and each of Parent and Merger Sub expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, the Company Disclosure Letter or in any other document or certificate delivered by the Company or its Affiliates or Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation Affiliates or warranty not set forth in this AgreementRepresentatives. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations Purchaser acknowledges and warranties made in this Article Vagrees that it and its accountants, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactionscounsel, and Parent hereby disclaims any such other representations or warranties. In particularrepresentatives (collectively, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives “Representatives”) are fully satisfied with respect to (i) any financial projectionthe access to the books and records, forecastfacilities, estimateequipment, budget Contracts and other properties and assets included in or prospect information relating related to Parent or any the Business and the Acquired Assets and Assumed Liabilities that it and its Representatives have been provided prior to the date of its Subsidiaries or their respective businesses; or this Agreement, and (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented opportunity to meet prior to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation date of this Agreement or in with the course officers and employees of each Seller to discuss the Business and the Acquired Assets and Assumed Liabilities that it and its Representatives have been provided. Purchaser also acknowledges that it has conducted its own independent review and analysis of the TransactionsBusiness and the Acquired Assets and Assumed Liabilities. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent Purchaser further acknowledges and agrees that none of the Company Sellers or their affiliates or any of their respective Representatives or any other Person has made any representation or is making any representations or warranties relating to the Company or its Subsidiaries whatsoeverwarranty, express or implied, beyond those expressly given by with respect to the Company in Article IV, including any implied representation Business or warranty as to the Acquired Assets or Assumed Liabilities or the accuracy or completeness of any information regarding the Company Business or the Acquired Assets or Assumed Liabilities furnished or made available to Parent or any of Purchaser and its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not Representatives, except as expressly set forth in this AgreementAgreement and the Ancillary Documents. Without limiting the generality Purchaser further acknowledges and agrees that none of the foregoing, Parent acknowledges that no representations Sellers or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent their affiliates or any of its their respective Representatives (or any other Person shall have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, including the Confidential Memorandum dated September 2003 prepared by GP and any information, documents or material made available in certain any “data rooms,” “virtual data rooms,” or management presentations or in any other form in expectation ofof the transactions contemplated hereby, or except to the extent such information is expressly addressed in connection with, the Merger representations and warranties contained in this Agreement or the other Transactions)Ancillary Documents. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, SHOULD ANY CLOSING OCCUR, PURCHASER SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO THE DESIGN, CONDITION, QUALITY, SAFETY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS AGREEMENT. This Section 5.7 shall not apply to any manufacturer and/or supplier warranties applicable to Inventory acquired by Purchaser on the Closing Date.

No Additional Representations. (a) Except for the representations and warranties made set forth in this Article V4, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or liabilities, conditions (financial or otherwise) in connection with this Agreement or prospects or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Transactions, Company and Parent hereby disclaims any such other representations or warrantiesits Subsidiaries. In particular, and without limiting the foregoing disclaimergenerality of the foregoing, neither Parent the Company nor any other Person makes or has made any express or implied representation or warranty to the Company Parent, Merger Sub 1 and Merger Sub 2 or any of its Affiliates or their respective Representatives with respect to (ia) any financial projection, forecast, estimate, budget projection or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; financial forecast or (iib) except for the representations and warranties made by Parent set forth in this Article V4, any oral or written information presented to the Company Parent, Merger Sub 1 and Merger Sub 2 or any of its Affiliates or their respective Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated by this Agreement. Notwithstanding Except for the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub set forth in this Article V. (b) Notwithstanding anything contained in this Agreement to 5, the contrary, Parent Company hereby acknowledges and agrees that none of the Company Parent, Merger Sub 1, Merger Sub 2, any of their Subsidiaries, or any other Person Person, has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, other express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as with respect to the accuracy Parent Merger Sub 1, or completeness Merger Sub 2 or any of their Subsidiaries or their respective business or operations, including with respect to any information regarding the Company furnished provided or made available to Parent the Company or any of its Representatives and the Company hereby acknowledges that neither Parent nor Merger Sub it has not relied on any such information, other representation or warranty not than the representations and warranties set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)Article 5.

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Company acknowledges that no Parent nor any other Person Entity makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty as to any matter whatsoever except as expressly set forth in ARTICLE IV or in any certificate delivered by Parent to Company in accordance with the Company terms hereof, and specifically (but without limiting the generality of the foregoing) that no Parent Entity makes any representation or any of its Affiliates or Representatives warranty with respect to (i) any financial projectionprojections, forecast, estimate, budget estimates or prospect information relating budgets delivered or made available to Parent Company (or any of its affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Parent and its Subsidiaries or their respective businesses; or (ii) except for the representations future business and warranties made by operations of Parent in this Article Vand its Subsidiaries, any oral or written and Company has not relied on such information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in ARTICLE IV. (b) Company has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Parent and its Subsidiaries and acknowledges that Company has been provided access for such purposes. Except for the representations and warranties expressly set forth in ARTICLE IV or in any certificate delivered to Company by Parent in accordance with the terms hereof, in entering into this Agreement. Without limiting the generality of the foregoing, Parent Company has relied solely upon its independent investigation and analysis, and Company acknowledges and agrees that no representations it has not been induced by and has not relied upon any representations, warranties or warranties are statements, whether express or implied, made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to by Parent or any of its respective Subsidiaries, affiliates, stockholders, controlling persons or Representatives (including that are not expressly set forth in certain “data rooms,” “virtual data rooms,” management presentations ARTICLE IV or in any other form certificate delivered by Parent to Company, whether or not such representations, warranties or statements were made in expectation ofwriting or orally. Company acknowledges and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV or in any certificate delivered by Parent to Company: (i) Parent does not make, and have not made, any representations or warranties relating to themselves or their businesses or otherwise in connection withwith the Transactions and Company is not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by Parent to make any representation or warranty relating to themselves or their business or otherwise in connection with the Merger Transactions, and if made, such representation or warranty must not be relied upon by Company as having been authorized by such party, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Company or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the other Transactions)subject of any express representation or warranty set forth in ARTICLE IV.

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 5.28 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx Parent and Xxxxxx Merger Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent Parent, or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions)) and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement.

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV or any certificate delivered pursuant to this Agreement, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement Agreement, the Merger or the Transactionsany other Transaction, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article IV or any certificate delivered pursuant to this Agreement, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Parent or any of its Affiliates or any of its or their respective Representatives with respect to (i) any financial projection, forecast, estimate, forward-looking statement, budget or prospect information relating to Parent the Company or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or Parent, any of its Affiliates or any of its or their respective Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from Merger or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.any other Transaction. (b) Notwithstanding anything contained to the contrary in this Agreement to Agreement, the contrary, Parent Company acknowledges and agrees that none of the Company or neither Parent nor any other Person has made or is making making, and the Company expressly disclaims reliance upon, any representations representations, warranties or warranties statements relating to the Company Parent or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company Parent and Merger Sub in Article IVV or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parent or its Subsidiaries furnished or made available to Parent the Company, any of its Affiliates or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreementtheir respective Representatives. Without limiting the generality of the foregoing, Parent the Company acknowledges that that, except as expressly provided in Article V or any certificate delivered pursuant to this Agreement, no representations or warranties are made with respect to (i) any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company, any of its Affiliates or any of its or their respective Representatives or (including ii) any oral or written information presented to Company or any of its Affiliates or Representatives in certain “data rooms,” “virtual data rooms,” management presentations the course of the negotiation of this Agreement or in the course of the Merger or any other Transaction. (c) Notwithstanding anything to the contrary in this Agreement or any other agreement, document or instrument contemplated hereby, none of the Company, any of its Affiliates or any of their respective Representatives makes any representation or warranty with respect to, and nothing contained in this Agreement or in any other form agreement, document or instrument to be delivered in expectation ofconnection with the Transactions is intended or shall be construed to be a representation or warranty (express or implied) of the Company or any other Person, for any purpose of this Agreement or any other agreement, document or instrument to be delivered in connection with the Transactions, with respect to (i) the adequacy or sufficiency of the Reserves or (ii) the effect of the adequacy or sufficiency of the Reserves on any “line item” or asset, liability or equity amount. Furthermore, no fact, condition, circumstance or event relating to or affecting the development of the Reserves may be used, directly or indirectly, to demonstrate or support the breach of any representation, warranty, covenant or agreement contained in this Agreement or in any other agreement, document or instrument to be delivered in connection with, with the Merger or the other Transactions).

No Additional Representations. (a) Except for the representations and warranties made in this Article VIV, neither Parent the Company nor any other Person makes any express or implied representation or warranty with respect to Parent the Company or its the Company Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent the Company nor any other Person makes or has made any representation or warranty to the Company Contributor or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent the Company or any of its the Company Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent the Company in this Article VIV, any oral or written information presented to the Company Contributor or any of its Affiliates or Representatives in the course of their due diligence investigation of Parentthe Company, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx and Xxxxxx Sub in this Article V.. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent the Company acknowledges and agrees that none of the Company or neither Contributor nor any other Person has made or is making any representations or warranties relating to Contributor or any of the Company Contributor Subsidiaries or its Subsidiaries their respective Affiliates whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Contributor furnished or made available to Parent the Company or any of its Representatives and that neither Parent nor Merger Sub the Company has not relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent the Company or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or Transactions) and the other Transactions)Company has not relied on any such information.

No Additional Representations. (a) Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 5.13 5.19 shall limit the Company’s remedies with respect to claims of fraud arising from or relating to the express written representations and warranties made by Xxxxxx Parent and Xxxxxx Merger Sub in this Article V. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).