Common use of No Other Company Representations or Warranties Clause in Contracts

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated hereby.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub each acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts Contracts and other assets of the Company which it and its Representatives have desired, desired or requested or required to review, (ii) and that it and its Representatives have had reasonable full opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein III, Parent and in the Company Disclosure Schedule), Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person shall be subject Person, (a) have made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any liability oral, written, video, electronic or other information provided or made available to Parent, Merger Sub or any of their respective Representatives or any oral, written, video, electronic or other Person information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the Company’s making available delivery, dissemination or any other distribution to Parent, its Affiliates Merger Sub or any of their respective Representatives (including in any form whatsoever and through any medium whatsoever), or the use by Parent, Merger Sub) Sub or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) Sub or any of their respective Representatives, including in any due diligence materials, “data room,rooms” or management presentation presentations (formal or informal) , in person, by phone, through video or in any other form format), in connection with anticipation or contemplation of any of the transactions contemplated by this Agreement (collectivelyTransactions. Parent, the “Company Information”). Without limiting the foregoingon behalf of itself and on behalf of its Affiliates, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or waives any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast such claim relating to the Company or any foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its SubsidiariesAffiliates and Representatives) that it has conducted, whether or not included in to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company Information or (iii) any other information concerning the Company, any of and its Subsidiaries or and, in making its determination to proceed with the transactions contemplated herebyTransactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigation.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information Evaluation Material (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article IIIIII (which includes exceptions set forth therein and in the Company Disclosure Schedule), the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated hereby.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub each acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts Contracts and other assets of the Company which it and its Representatives have desired, desired or requested or required to review, (ii) and that it and its Representatives have had reasonable full opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein III, Parent and in Merger Sub hereby acknowledge that none of the Company Disclosure Schedule)Company, neither the Company nor any of its Subsidiaries or any other Person shall be subject (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any liability oral, written, video, electronic or other information provided or made available to Parent, Merger Sub or any of their respective Representatives or any oral, written, video, electronic or other Person information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the Company’s making available delivery, dissemination or any other distribution to Parent, its Affiliates Merger Sub or any of their respective Representatives (including in any form whatsoever and through any medium whatsoever), or the use by Parent, Merger Sub) Sub or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) Sub or any of their respective Representatives, including in any due diligence materials, “data room,rooms” or management presentation presentations (formal or informal) , in person, by phone, through video or in any other form format), in connection anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement (collectivelyTransactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the “Company Information”). Without limiting the foregoing, except for the results of their own independent investigation and have not relied on any express or implied representations and or warranties other than those expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated hereby.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub acknowledges each acknowledge that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts Contracts and other assets of the Company which it and its Representatives have desired, desired or requested or required to review, (ii) and that it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth made by the Company in Article III (after taking into account exceptions set forth therein or in any certificate delivered by the Company pursuant to this Agreement and by any other Person in the Company Disclosure Schedule)Support Agreement, Parent and Merger Sub acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person shall be subject Person, have made or are making, and each of Parent, Merger Sub and their Affiliates and respective Representatives have not relied on and are not relying on, any other express or implied representation or warranty with respect to the Company or any liability of its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their Affiliates or respective Representatives of any documentation, forecasts or other Person resulting from information (in any form or through any medium) with respect to any one or more of the Company’s making available to foregoing or any oral, written, video, electronic or other information developed by Parent, its Affiliates (including Merger Sub) Sub or any of their Affiliates or respective Representatives. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that they have conducted their own independent investigation of the business, or any such Person’s use operations, assets and financial condition of or reliance onthe Company and its Subsidiaries and, such informationin making their determination to proceed with the Transactions, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to each of Parent, its Merger Sub and their Affiliates (including Merger Sub) or any and respective Representatives have relied on the results of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”)own independent investigation. Without limiting Notwithstanding the foregoing, except nothing in this Section 4.13 shall affect, modify or otherwise limit any Action for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated herebyFraud.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub each acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts Contracts and other assets of the Company which it and its Representatives have desired, desired or requested or required to review, (ii) and that it and its Representatives have had reasonable full opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein IV, Parent and in the Company Disclosure Schedule), Merger Sub hereby acknowledge that neither the Company nor any other Person shall be subject Person, (a) has made or is making (and neither Parent nor Merger Sub is relying on) any other express or implied representation or warranty with respect to the Company or their respective business or operations, including with respect to any liability information provided or made available to Parent, Merger Sub or any other Person of their respective Representatives or any information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the Company’s making available delivery, dissemination or any other distribution to Parent, its Affiliates (including Merger Sub) Sub or any of their respective Representatives, or any such Person’s the use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to by Parent, its Affiliates (including Merger Sub) Sub or any of their respective Representatives, as subsequently updated, supplemented or amended, or of any information, documents documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) Sub or any of their respective Representatives, including in any “due diligence materials, "data room,” rooms" or management presentation presentations 26995100v.1 (formal or informal), in anticipation or contemplation of any of the transactions contemplated by this Agreement. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) or that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in any other form in connection making its determination to proceed with the transactions contemplated by this Agreement (collectivelyAgreement, the “Company Information”). Without limiting the foregoingeach of Parent, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) and their respective Affiliates and Representatives have relied on the information set forth in results of their own independent investigation and the Company Information, (ii) any financial projection or forecast relating to the Company or any terms and conditions of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated herebythis Agreement.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub has conducted its own independent review and analysis of the business and assets of the Company and its Subsidiaries, and each of them acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts Contracts and other assets of the Company which and its Subsidiaries that it and its Representatives have desired, requested or required to review, (ii) review and that it and its Representatives have had reasonable the opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) . Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company has made made, and neither Parent nor Merger Sub or any other member of the Parent Group has relied upon, any representation or warranty, express or implied, as warranty with respect to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its SubsidiariesSubsidiaries or with respect to any other information provided to Parent or Merger Sub or any of their Affiliates or other Representatives in connection with the transactions contemplated by this Agreement including the accuracy or completeness or currency thereof other than the representations and warranties contained in Article III (as qualified by the Company Disclosure Schedule and the Company SEC Documents to the extent provided herein). Without limiting the foregoing, each of Parent and Merger Sub acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in as qualified by the Company Disclosure Schedule), Schedule and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), SEC Documents to the extent provided herein) neither the Company nor any other Person shall will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from the Company’s making available to Parent’s, its Affiliates (including Merger Sub) ’s or any of their respective Representatives, ’ or any such Person’s Affiliates’ use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Affiliates (including Representatives for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent or Merger Sub) Sub or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated herebyAgreement.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub each acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts Contracts and other assets of the Company which it and its Representatives have desired, desired or requested or required to review, (ii) and that it and its Representatives have had reasonable full opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the certificate delivered pursuant to Section 6.02(a) or in the Voting Agreements, Parent and Merger Sub hereby acknowledge that neither the Company makes no nor any of its Subsidiaries, nor any other Person, has made or is making, and neither Parent nor Merger Sub has relied on or is relying on, any other express or implied representation or warranty, express or implied, to Parent or Merger Sub or any other Person warranty with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its SubsidiariesSubsidiaries or their respective business or operations, whether including with respect to any oral, written, video, electronic or not included in other information provided or made available to Parent, Merger Sub or any of their respective Representatives or any oral, written, video, electronic or other information developed by Xxxxxx, Merger Sub or any of their respective Representatives. Parent and Merger Sub hereby acknowledge that neither the Company Information or (iii) any other information concerning the Company, nor any of its Subsidiaries Subsidiaries, nor any other Person will have or be subject to any liability or indemnification obligation to Parent or Merger Sub (other than in the case of Fraud) resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives (in any form whatsoever and through any medium whatsoever), or the transactions contemplated herebyuse by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their respective Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal, in person, by phone, through video or in any other format), in anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters (other than in the case of Fraud). Each of Parent and Merger Sub hereby acknowledges that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent and Merger Sub have relied on the results of their own independent investigation.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub acknowledges has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and the Company Subsidiaries. Parent and Merger Sub acknowledge that (i) it they and its their Representatives have received access to (i) such books and records, facilities, equipment, contracts Contracts and other assets of the Company which it they and its their Representatives have desired, requested or required to review, review and (ii) it and its Representatives have had reasonable opportunity opportunities to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein III, Parent and in the Company Disclosure Schedule), Merger Sub hereby acknowledge that neither the Company nor any Company Subsidiaries nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or Representatives, nor any other Person shall Person, has made or is making any other express or implied representation or warranty with respect to the Company or any Company Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent or Merger Sub. Neither the Company nor any Company Subsidiaries nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or Representatives, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) or any of their respective stockholders, directors, officers, employees, affiliates or Representatives, or any such Person’s the use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to by Parent, its Affiliates (including Merger Sub) Sub or any of their respective Representativesstockholders, as subsequently updateddirectors, supplemented officers, employees, affiliates or amended, or Representatives of any information, documents documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, its Affiliates (including Merger Sub) Sub or their respective stockholders, directors, officers, employees, affiliates or Representatives in anticipation or contemplation of any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”)hereby. Without limiting Notwithstanding the foregoing, except nothing in this Section 4.09 or this Agreement shall (i) relieve any Person of liability for fraud, (ii) prevent Parent and Merger Sub from relying on the representations and warranties expressly of the Company set forth in Article IIIthis Agreement, or any certificates delivered by the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person in connection with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information this Agreement or (iii) be given effect in any other information concerning the Company, any claim in respect of its Subsidiaries or the transactions contemplated herebyfraud.

No Other Company Representations or Warranties. (a) Each of Except for the representations and warranties made by the Company in Article III or in any certificate delivered pursuant to this Agreement, Parent and Merger Sub acknowledges (each for itself and on behalf of its Affiliates and Representatives) hereby acknowledge that (i) it neither the Company nor any of its Subsidiaries, nor any other Person, have made or are making, and its each of Parent, Merger Sub and their Affiliates and respective Representatives have received access not relied on and are not relying on, any other express or implied representation or warranty with respect to such books and recordsthe Company or any of its Subsidiaries or their respective businesses, facilitiesoperations, equipmentproperties, contracts assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other assets of the Company which it and its Representatives have desired, requested forward-looking information or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their Affiliates or respective businesses Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing or any oral, written, video, electronic or other information developed by Parent, Merger Sub or any of their Affiliates or respective Representatives. Except in connection with the representations and warranties made by the transactions contemplated hereby. (b) Each of Company in Article III or in any certificate delivered pursuant to this Agreement, Parent and Merger Sub acknowledges (each for itself and on behalf of its Affiliates and Representatives) hereby acknowledge that neither the Company nor any Person has made of its Subsidiaries, nor any representation other Person, will have or warrantybe subject to any liability or indemnification obligation to Parent, express Merger Sub or impliedany of their Affiliates or respective Representatives resulting from the delivery, as dissemination or any other distribution to Parent, Merger Sub or any of their Affiliates or respective Representatives (in any form whatsoever and through any medium whatsoever), or the accuracy use by Parent, Merger Sub or completeness any of their Affiliates or respective Representatives, of any information regarding the Company furnished information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their Affiliates or respective Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal, in person, by phone, through video or in any other format), in anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates (including and Representatives) that they have conducted, to their satisfaction, their own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making their determination to proceed with the Transactions, each of Parent, Merger Sub) Sub and their Affiliates and respective Representatives have relied on the results of their own independent investigation and the representations and warranties set forth in Article III or in any certificate delivered pursuant to this Agreement. SECTION 4.12. Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Xxxxxx and Merger Sub and their Affiliates and respective Representatives, the negotiations of this Agreement or the course of the Transactions, Parent, Merger Sub and their Affiliates and respective Representatives have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business and strategic plan information, regarding the Company and its Subsidiaries and their respective businesses and operations. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which Parent and Merger Sub are familiar, (b) Parent and Merger Sub (each for itself and on behalf of its Affiliates and Representatives) are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and (c) Parent, Merger Sub, their Affiliates and respective Representatives (and has have not relied on any representation, warranty or other statement made by the Company or any Person on behalf of such information and will have no claim against the Company or any of its Subsidiaries, or any of their respective Representatives, with respect thereto or any rights hereunder with respect thereto, except, in the case of each of the foregoing clauses (a), except (b) and (c), for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by certificate delivered pursuant to this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person rights hereunder with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated herebythereto.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub each acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts Contracts and other assets of the Company which it and its Representatives have desired, desired or requested or required to review, (ii) and that it and its Representatives have had reasonable full opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and or in the Company Disclosure Schedulecertificate required to be delivered pursuant to Section 6.02(d), Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person shall be subject Person, has made or is making, and neither Parent nor Merger Sub has relied on or is relying on, any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any liability oral, written, video, electronic or other information provided or made available to Parent, Merger Sub or any of their respective Representatives or any oral, written, video, electronic or other information developed by Xxxxxx, Merger Sub or any of their respective Representatives. Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the Company’s making available delivery, dissemination or any other distribution to Parent, its Affiliates Merger Sub or any of their respective Representatives (including in any form whatsoever and through any medium whatsoever), or the use by Parent, Merger Sub) Sub or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) Sub or any of their respective Representatives, including in any due diligence materials, “data room,rooms” or management presentation presentations (formal or informal) , in person, by phone, through video or in any other form format), in connection with anticipation or contemplation of any of the transactions contemplated by this Agreement (collectivelyTransactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the “Company Information”)foregoing matters. Without Subject to and without limiting the foregoing, except for Parent’s and Merger Sub’s reliance on the representations and warranties expressly set forth in Article IIIIII or in the certificate required to be delivered pursuant to Section 6.02(d), each of Parent and Merger Sub hereby acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company makes no representation or warrantyand its Subsidiaries and, express or impliedin making its determination to proceed with the Transactions, to Parent or each of Parent, Merger Sub or any other Person with respect to (i) and their respective Affiliates and Representatives have relied on the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any results of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated herebytheir own independent investigation.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub acknowledges is a sophisticated purchaser, possesses such knowledge and experience in financial and business matters that (i) it is capable of evaluating the merits and risks of its Representatives have received access to such books investment under this Agreement. In entering into this Agreement and records, facilities, equipment, contracts and other assets each of the Company which it other documents and its Representatives have desiredinstruments relating to the Merger referred to herein, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges have each relied solely upon its own investigation and analysis, and Parent and Merger Sub acknowledge and agree that except for the representations and warranties set forth in Article II (which to the extent provided for in this Agreement are subject to the Company Disclosure Schedules and the Available Company SEC Documents), Merger Sub and Parent hereby acknowledge and agree that: (a) neither the Company nor any Person Company Subsidiaries, or any of their respective Affiliates, stockholders, securityholders, controlling persons, or Representatives or any other Person, has made or is making any other express or implied representation or warrantywarranty with respect to the Company or Company Subsidiaries or their respective business, express operations, technology, assets, liabilities, results of operations, financial condition, prospects, projections, budgets, estimates or impliedoperational metrics, or as to the accuracy or completeness of any information regarding provided (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, the Company furnished Dataroom, any other "data rooms" maintained by the Company, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company Parent or any of its Subsidiaries), their respective Affiliates or Representatives or any other Person; and (b) except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule)cause of Fraud, and that all other representations and warranties, express or implied, are specifically disclaimed. Except for to the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule)fullest extent permitted by applicable Law, neither the Company nor any Company Subsidiaries, or any of their respective Affiliates, stockholders, securityholders, controlling persons, or Representatives or any other Person shall will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) , Parent or any of their respective Representatives, Affiliates or Representatives or any such Person’s use of or reliance on, such information, including other Person on any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates basis (including in contract or tort, under federal or state securities laws or otherwise), resulting from the delivery, dissemination or any other distribution to Merger Sub) , Parent or any of their respective Representatives, as subsequently updated, supplemented Affiliates or amendedRepresentatives or any other Person, or any information, documents or material made available to Parent, its Affiliates (including the use by Merger Sub) , Parent or any of their respective Affiliates or Representatives in or any other Person, of any such information provided or made available or statements made (or any omissions therefrom) to any of them by the due diligence materials provided to ParentCompany or any Company Subsidiaries, its Affiliates (including Merger Sub) or any of their respective RepresentativesAffiliates, including in any “data room,” management presentation (formal stockholders, securityholders, controlling persons, or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub Representatives or any other Person with respect Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to (i) the information set forth in the Company InformationMerger Sub, (ii) any financial projection or forecast relating to the Company Parent or any of its Subsidiariestheir respective Affiliates or Representatives or any other Person, whether or not included in the Company Information or (iii) Dataroom, any other “data rooms,” confidential information concerning memoranda or management presentations in anticipation or contemplation of the Company, Merger or any of its Subsidiaries or the transactions contemplated herebyother Transactions.

No Other Company Representations or Warranties. (a) Each of Except for the representations and warranties made by the Company in Article III or in any certificate delivered pursuant to this Agreement, Parent and Merger Sub acknowledges (each for itself and on behalf of its Affiliates and Representatives) hereby acknowledge that (i) it neither the Company nor any of its Subsidiaries, nor any other Person, have made or are making, and its each of Parent, Merger Sub and their Affiliates and respective Representatives have received access not relied on and are not relying on, any other express or implied representation or warranty with respect to such books and recordsthe Company or any of its Subsidiaries or their respective businesses, facilitiesoperations, equipmentproperties, contracts assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other assets of the Company which it and its Representatives have desired, requested forward-looking information or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of strategic plan information regarding the Company and its Subsidiaries, their respective businesses and notwithstanding the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation delivery or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither the Company nor any other Person shall be subject to any liability disclosure to Parent, Merger Sub or any of their Affiliates or respective Representatives of any documentation, forecasts or other Person resulting from information (in any form or through any medium) with respect to any one or more of the Company’s making available to foregoing or any oral, written, video, electronic or other information developed by Parent, its Affiliates (including Merger Sub) Sub or any of their Affiliates or respective Representatives. Except in connection with the representations and warranties made by the Company in Article III or in any certificate delivered pursuant to this Agreement, Parent and Merger Sub (each for itself and on behalf of its Affiliates and Representatives) hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, will have or be subject to any such Person’s use of liability or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered indemnification obligation to Parent, its Affiliates (including Merger Sub) Sub or any of their Affiliates or respective Representatives resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their Affiliates or respective Representatives (in any form whatsoever and through any medium whatsoever), or the use by Parent, Merger Sub or any of their Affiliates or respective Representatives, as subsequently updated, supplemented or amended, or of any information, documents documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, its Affiliates (including Merger Sub) Sub or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any due diligence materials, “data room,rooms” or management presentation presentations (formal or informal) , in person, by phone, through video or in any other form format), in connection anticipation or contemplation of any of the Transactions. Parent, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that they have conducted, to their satisfaction, their own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making their determination to proceed with the transactions contemplated by this Agreement (collectivelyTransactions, each of Parent, Merger Sub and their Affiliates and respective Representatives have relied on the “Company Information”). Without limiting the foregoing, except for results of their own independent investigation and the representations and warranties expressly set forth in Article III, the Company makes no representation III or warranty, express or implied, in any certificate delivered pursuant to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated herebythis Agreement.

No Other Company Representations or Warranties. The Parent and the Merger Sub hereby acknowledge and agree that, (a) Each of Parent except for the representations and Merger Sub acknowledges that warranties set forth in Article III (i) it in each case as qualified and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made limited by the Company or any Person on behalf Disclosure Schedule), none of the Company or any of its Subsidiaries), or any of its or their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Company, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Parent, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Parent, in connection with this Agreement, the transactions contemplated hereby or otherwise, (b) except for rights and remedies in favor of the Parent and the Merger Sub expressly contemplated by this Agreement in respect of any breach of or inaccuracy in any of the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein in each case as qualified and in limited by the Company Disclosure Schedule), and that all other representations and warrantiesto the fullest extent permitted by law, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) or any none of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information any of its or (iii) their respective Affiliates, shareholders or Representatives, or any other information concerning Person acting on behalf of the Company, will have or be subject to any liability or indemnification or other obligation of any kind or nature to the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Parent, resulting from the delivery, dissemination or any other distribution to the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Parent, or the use by the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Parent, of any such information provided or made available to any of them by the Company or any of its Subsidiaries Subsidiaries, or any of its or their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the transactions Company, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Parent, the Merger Sub or any of their respective Affiliates, shareholders, or Representatives, or any other Person acting on behalf of the Parent, in “data rooms,” confidential information memoranda, management presentations or otherwise in anticipation or contemplation of the Merger or any other transaction contemplated herebyby this Agreement, and (c) except for the representations and warranties set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule), none of the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Parent, has relied on any such information (including the accuracy or completeness thereof).

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub acknowledges that (i) it and its Representatives have received reasonable access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the a reasonable opportunity to ask questions of and receive answers from personnel of the Company Company, and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties as expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule)) or as may be separately stated in writing in any certificate delivered hereunder, and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account the exceptions set forth therein and in the Company Disclosure Schedule)) or as may be separately stated in writing in any certificate delivered hereunder, neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, or any such Person’s use of or reliance onof, such information, including any Confidential Information Evaluation Material (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties as expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information Information, or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated hereby.. Table of Contents

No Other Company Representations or Warranties. (a) Each of Except for the representations and warranties made by Parent and Merger Sub in this Article IV and in any certificate, letter of transmittal or other document delivered in connection with this Agreement, none of Parent, Merger Sub nor any other Person makes any other express or implied representation or warranty with respect to Parent, Merger Sub or any of their respective Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Company or any of its Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and the Company acknowledges the foregoing. (b) Parent and Merger Sub each acknowledges and agrees (on their own behalf and on behalf of each other Parent Related Party) that (i) it and its Representatives have received access each other Parent Related Party (a) has had an opportunity to such books and records, facilities, equipment, contracts and other assets discuss the business of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet subsidiaries with the management of the Company and to discuss the business and assets of the Company, (iiib) it has had reasonable access to (i) the books and records of the Company and its Representatives have subsidiaries and (ii) the documents provided by the Company for purposes of the transactions contemplated by this Agreement, (c) has been afforded the opportunity to ask questions of and receive answers from personnel officers of the Company and (ivd) it has conducted its own independent investigation of the Company and its Subsidiariessubsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries)subsidiaries or otherwise, except for other than the representations and warranties of the Company expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), of this Agreement and that all other representations and warranties, express or implied, warranties are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule)any certificate, letter of transmittal or other document delivered in connection with this Agreement, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person shall be subject Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any liability information provided or made available to Parent, Merger Sub or any other Person resulting from the Company’s making available to of their respective Representatives or any information developed by Parent, its Affiliates (including Merger Sub) Sub or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated hereby.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, including as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (Representatives, and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III V (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III V (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article IIIV (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, Information (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated hereby.

No Other Company Representations or Warranties. (a) Each Except for the representations and warranties set forth in Exhibit 4, Parent and Merger Sub hereby acknowledge and agree that neither the Company or any of its Subsidiaries, nor any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person. 5.12 Due Diligence 5.12.1 Parent and Merger Sub have knowledge and experience in financial and business matters and are each capable of evaluating the merits and risks of the Transactions. Without derogating from any of the above, each of Parent and Merger Sub acknowledges that (i) it is able to fend for itself and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets can bear the economic risk of the Company which it Transactions. Parent and its Representatives Merger Sub have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management conducted a due diligence review of the Company affairs, business, assets and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation operations of the Company and its SubsidiariesSubsidiaries and had access to certain information, their respective businesses materials, documents and data as made available by the transactions contemplated herebyCompany and to personnel, management and advisors of the Company as sought by them. Nothing herein shall be in limitation of the representations and warranties made by the Company in Exhibit 4. 5. (b) Each 12.2 In connection with the due diligence investigation of the Company by Parent and Merger Sub acknowledges that neither and their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, 16 Parent and Merger Sub and their respective Affiliates, shareholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company nor any Person has made any representation or warrantyand its Affiliates, express or impliedshareholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward‑looking information, as to the accuracy or completeness of any information well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Sub hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward‑looking statements, as well as in such business plans, with which Parent and Merger Sub are familiar, and (b) that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward‑looking information, as well as such business plans, so furnished or made available to Parent, its Affiliates them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward‑looking information or business plans). Accordingly, Parent and Merger Sub) Sub hereby acknowledge and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf agree that none of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) or any of their respective RepresentativesAffiliates, shareholders, directors, officers, employees, agents, representatives or any such Person’s use of or reliance onadvisors, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in nor any other form in connection with the transactions contemplated by this Agreement (collectivelyPerson, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no has made or is making any express or implied representation or warranty, express or implied, to Parent or Merger Sub or any other Person warranty with respect to such estimates, projections, forecasts, forward‑looking statements or business plans (i) including the information set forth in reasonableness of the Company Informationassumptions underlying such estimates, (ii) any financial projection projections, forecasts, forward‑looking statements or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated herebybusiness plans).

No Other Company Representations or Warranties. (a) Each of Parent Holdco, Parent and Merger Sub acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, liabilities, results of operations, financial condition and prospects of the Company and its SubsidiariesSubsidiaries to its satisfaction. Parent Holdco, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company makes, and none of Parent Holdco, Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or any of its SubsidiariesSubsidiaries or with respect to any other information provided to Parent Holdco, Parent or Merger Sub or their respective Representatives in connection with the transactions contemplated by this Agreement including the accuracy or completeness thereof other than the representations and warranties contained in Article III (as qualified by the Company Disclosure Schedule). Without limiting the foregoing, each of Parent Holdco, Parent and Merger Sub acknowledges and agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in as qualified by the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), ) neither the Company nor any other Person shall will have or be subject to any liability or other obligation to Parent Holdco, Parent, Merger Sub or their Representatives or any other Person resulting from the Company’s making available to Parent Holdco’s, Parent’s, its Affiliates (including Merger Sub) ’s or any of their respective Representatives, or any such Person’s ’ use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents documents, projections, forecasts or other material made available to Parent Holdco, Parent, Merger Sub or their Representatives, including any information made available in the electronic data room maintained by or on behalf of the Company or its Affiliates (including Representatives for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent Holdco, Parent, Merger Sub) Sub or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated herebyAgreement.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub acknowledges is a sophisticated purchaser, possesses such knowledge and experience in financial and business matters that (i) it is capable of evaluating the merits and risks of its Representatives have received access to such books investment under this Agreement. In entering into this Agreement and records, facilities, equipment, contracts and other assets each of the Company which it other documents and its Representatives have desiredinstruments relating to the Merger referred to herein, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges have each relied solely upon its own investigation and analysis, and Parent and Merger Sub acknowledge and agree that except for the representations and warranties set forth in Article II (which to the extent provided for in this Agreement are subject to the Company Disclosure Schedules and the Available Company SEC Documents), Merger Sub and Parent hereby acknowledge and agree that: (a) neither the Company nor any Person Company Subsidiaries, or any of their respective Affiliates, stockholders, securityholders, controlling persons, or Representatives or any other Person, has made or is making any other express or implied representation or warrantywarranty with respect to the Company or Company Subsidiaries or their respective business, express operations, technology, assets, liabilities, results of operations, financial condition, prospects, projections, budgets, estimates or impliedoperational metrics, or as to the accuracy or completeness of any information regarding provided (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, the Company furnished Dataroom, any other "data rooms" maintained by the Company, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company Parent or any of its Subsidiaries), their respective Affiliates or Representatives or any other Person; and (b) except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule)cause of Fraud, and that all other representations and warranties, express or implied, are specifically disclaimed. Except for to the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule)fullest extent permitted by applicable Law, neither the Company nor any Company Subsidiaries, or any of their respective Affiliates, stockholders, securityholders, controlling persons, or Representatives or any other Person shall will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) , Parent or any of their respective Representatives, Affiliates or Representatives or any such Person’s use of or reliance on, such information, including other Person on any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates basis (including in contract or tort, under federal or state securities laws or otherwise), resulting from the delivery, dissemination or any other distribution to Merger Sub) , Parent or any of their respective Representatives, as subsequently updated, supplemented Affiliates or amendedRepresentatives or any other Person, or any information, documents or material made available to Parent, its Affiliates (including the use by Merger Sub) , Parent or any of their respective Affiliates or Representatives in or any other Person, of any such information provided or made available or statements made (or any omissions therefrom) to any of them by the due diligence materials provided to ParentCompany or any Company Subsidiaries, its Affiliates (including Merger Sub) or any of their respective RepresentativesAffiliates, including in any “data room,” management presentation (formal 32 stockholders, securityholders, controlling persons, or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub Representatives or any other Person with respect Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to (i) the information set forth in the Company InformationMerger Sub, (ii) any financial projection or forecast relating to the Company Parent or any of its Subsidiariestheir respective Affiliates or Representatives or any other Person, whether or not included in the Company Information or (iii) Dataroom, any other “data rooms,” confidential information concerning memoranda or management presentations in anticipation or contemplation of the Company, Merger or any of its Subsidiaries or the transactions contemplated herebyother Transactions.

No Other Company Representations or Warranties. (a) Each Such Buyer acknowledges and agrees that neither the Company nor any of Parent its Subsidiaries makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3. In connection with the due diligence investigation of the Company by such Buyer and Merger Sub its representatives, such Buyer and its representatives have received and may continue to receive from the Company and its representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company and its Subsidiaries and their respective businesses and operations. Such Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which such Buyer is familiar, that such Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to such Buyer (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that except for the representations and warranties made by the Company in Section 3 and in any certificate or other Transaction Document delivered by the Company in connection with this Agreement, the Company makes no representation or warranty with respect to (i) it and any matters relating to the Company, its Representatives have received access to such books and recordsbusiness, facilitiesfinancial condition, equipmentresults of operations, contracts and other assets of the Company which it and its Representatives have desired, requested prospects or required to reviewotherwise, (ii) it and any projections, estimates or budgets delivered or made available to such Buyer (or any of its Representatives have had reasonable opportunity to meet with the management officers, directors, employees or other representatives) of the Company and to discuss the business and assets future revenues, results of the Companyoperations (or any component thereof), cash flows or financial condition (iiior any component thereof) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses (iii) the future business and the transactions contemplated hereby. (b) Each operations of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warrantyand its Subsidiaries, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and such Buyer has not relied on any representation, warranty or other statement made been induced by the Company such information or any Person on behalf of other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3 or (iv) IAA, Inc., the Merger Agreement or the transactions contemplated thereby, and such Buyer will have no claim against the Company or any of its Subsidiaries), or any of their respective representatives, with respect thereto. Such Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III Section 3, (which includes exceptions set forth therein and in i) no person has been authorized by the Company Disclosure Schedule), and that all other representations and warranties, express to make any representation or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither the Company nor any other Person shall be subject warranty relating to any liability to Parent, Merger Sub itself or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) business or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form otherwise in connection with the transactions contemplated by this Agreement (collectivelyhereby, the “Company Information”). Without limiting the foregoingand if made, except for the representations and warranties expressly set forth in Article III, the Company makes no such representation or warrantywarranty must not be relied upon by such Buyer as having been authorized by the Company, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, and (ii) any estimates, projections, predictions, data, financial projection information, memoranda, presentations or forecast relating any other materials or information provided or addressed to the Company such Buyer or any of its Subsidiariesrepresentatives are not and shall not be deemed to be or include representations or warranties of the Company. As used in this Agreement, whether or not included in the Company Information or (iii) any other information concerning "Merger Agreement" means that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, by and among the Company, any of its Subsidiaries or Rxxxxxx Bros. Holdings, Inc., a Washington corporation, Impala Merger Sub I, LLC, a Delaware limited liability company, Impala Merger Sub II, LLC, a Delaware limited liability company, and IAA, Inc., a Delaware corporation, as amended by the transactions contemplated herebyMerger Amendment (as defined below).

No Other Company Representations or Warranties. (a) Each of Parent Buyer acknowledges and Merger Sub acknowledges that (i) it and its Representatives have received access to such books and recordsagrees, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of itself and its Subsidiaries)Affiliates, that, except for the representations and warranties expressly set forth contained in Article III (which includes exceptions set forth therein and in Section 5, neither the Company Disclosure Schedulenor any other Person, makes any express or implied representation or warranty with respect to the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement (but specifically excluding the Credit Agreement), and that all each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and warrantiesagrees, express on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or impliedhas made any representation or warranty hereunder with respect to, are specifically disclaimed. Except for and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (ii) without limiting the representations and warranties expressly set forth made by the Company in Article III Section 5 (after taking into account exceptions set forth therein and or under the Credit Agreement), any information presented to each Buyer or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company Disclosure Scheduleunder the Credit Agreement), neither the Company nor any other Person of its subsidiaries shall be subject to have any liability to Parenteach Buyer or its Affiliates or representatives on any basis (including in contract or tort, Merger Sub 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 resulting from omissions therefrom) provided or made available by the Company or its subsidiaries to each Buyer or its Affiliates or representatives in the course of their due diligence investigation of the Company’s making available to Parent, its Affiliates (including Merger Sub) the negotiation of this Agreement or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any course of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated herebyAgreement.

No Other Company Representations or Warranties. (a) Each of Parent The Buyer acknowledges and Merger Sub acknowledges that (i) it and its Representatives have received access to such books and recordsagrees, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of itself and its Subsidiaries)Affiliates, that, except for the representations and warranties expressly set forth contained in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule)Section 3, neither the Company nor any other Person Person, makes any express or implied representation or warranty with respect to the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Buyer, 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 Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or has made any representation or warranty with respect to, and the Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (b) without limiting the representations and warranties made by the Company in Section 3, any information presented to the Buyer or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Section 3, neither the Company nor any of its Subsidiaries shall be subject to have any liability to Parentthe Buyer or its Affiliates or representatives on any basis (including in contract or tort, Merger Sub 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 resulting from omissions therefrom) provided or made available by the Company or its subsidiaries to the Buyer or its Affiliates or representatives in the course of their due diligence investigation of the Company’s making available to Parent, its Affiliates (including Merger Sub) the negotiation of this Agreement or any of their respective Representatives, the Ancillary Agreements or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any course of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated herebyAncillary Agreements.

No Other Company Representations or Warranties. (a) Each of Except for the representations and warranties set forth in Section 5.1, Parent and Merger Sub acknowledges that (i) it hereby acknowledge and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges agree that neither the Company nor any Person of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, has made or is making any other express or implied representation or warranty, express or implied, as warranty with respect to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries)Subsidiaries or their respective businesses or operations, except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express including with respect to any information provided or implied, are specifically disclaimedmade available to Parent or Merger Sub. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither Neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person shall Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the Company’s making available delivery, dissemination or any other distribution to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect Person, or the use by Parent, Merger Sub or any other Person, of any such information provided or made available to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to them by the Company or any of its Subsidiaries, whether or not included in the Company Information any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or (iii) representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “data rooms,” confidential information concerning the Companymemoranda, management presentations or due diligence discussions in anticipation or contemplation of any of its Subsidiaries or the transactions contemplated hereby.by this Agreement, except to the extent any such information is expressly included in a representation or warranty contained in Article V.

No Other Company Representations or Warranties. Except as and only to the extent expressly set forth in the representations and warranties made by the Company and contained in Article IV or the certificate to be provided pursuant to clause (c)(vii) of Annex A, Merger Sub and Parent hereby acknowledge and agree that: (a) Each of Parent and Merger Sub acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person Company Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty, express or implied, as warranty with respect to the accuracy Company or completeness of Company Subsidiaries or their respective business or operations, including with respect to any information regarding the Company furnished provided or made available to Parent, its Affiliates (including the Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company Parent or any of its Subsidiaries), their respective Affiliates or Representatives or any other Person; and (b) except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule)case of Fraud, neither the Company nor any Company Subsidiaries, or any of their respective Affiliates or Representatives or any other Person shall will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) , Parent or any of their respective Representatives, Affiliates or Representatives or any such other Person’s use of , resulting from the delivery, dissemination or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered other distribution to Parent, its Affiliates (including Merger Sub) , Parent or any of their respective Representatives, as subsequently updated, supplemented Affiliates or amendedRepresentatives or any other Person, or any information, documents or material made available to Parent, its Affiliates (including the use by Merger Sub) , Parent or any of their respective Affiliates or Representatives in or any other Person, of any such information provided or made available to any of them by the due diligence materials provided to ParentCompany or any Company Subsidiaries, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal Affiliates or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub Representatives or any other Person with respect Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to (i) the information set forth in the Company InformationMerger Sub, (ii) any financial projection or forecast relating to the Company Parent or any of its Subsidiaries, whether their respective Affiliates or not included in the Company Information Representatives or (iii) any other Person, in “data rooms,” confidential information concerning memoranda or management presentations in anticipation or contemplation of the Company, Merger or any of its Subsidiaries or the transactions contemplated herebyTransactions.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub acknowledges acknowledge and agree that (ia) it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the specific representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in as qualified by the Company Disclosure Schedule), and that all other representations and warranties, express ) or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule)a Transaction Document, neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub or of its Representatives makes any other Person resulting from representation or warranty, either written or oral, express or implied, with respect to the Company’s making available to ParentCompany and its Subsidiaries, any of their respective businesses, financial projections, assets, liabilities or operations, or the Transactions, and (b) the Company disclaims any other representations or warranties, whether made by the Company or one of its Affiliates (including Merger Sub) Subsidiaries or any of their respective Representatives. Parent and Merger Sub acknowledge and agree that, except for the specific representations and warranties contained in Article III (as qualified by the Company Disclosure Schedule) or expressly set forth in a Transaction Document, the Company hereby disclaims all liability and responsibility for, and, other than Fraud Claims, Parent and Merger Sub hereby expressly waive and relinquish any and all rights, claims or causes of action (whether in contract or in tort or otherwise, or any such Person’s use whether at law (including at common law or by statute) or in equity) based on, arising out of or reliance onrelating to, such any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Parent or its Representatives (including any opinion, information, including illustrative or hypothetical example, projection or advice that may have been or may be provided to Parent or its Representatives by any Confidential Information (as defined in Representative of the Confidentiality Agreement) Company or presentation materials delivered to Parent, one of its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, Subsidiaries or any information, documents or material materials made available to Parent, Parent or its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including whether orally or in any writing, in certain “data roomrooms,” management presentation (formal presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent or informal) its Affiliates or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”Agreement). Without limiting the foregoing, except for the representations Parent and warranties expressly set forth in Article III, Merger Sub acknowledge and agree that the Company makes no representation representations or warranty, express or implied, warranties to Parent or Merger Sub or any other Person with respect to regarding (i) the information set forth in the Company Information, merchantability or fitness for any particular purpose or (ii) any financial projection the future success or forecast relating to profitability of the Company or any of and its Subsidiaries. Notwithstanding the foregoing, whether nothing contained in this Agreement shall operate as a waiver of, or not included in shall otherwise limit the Company Information or (iii) ability of any other information concerning the CompanyPerson to bring, any of its Subsidiaries or the transactions contemplated herebya Fraud Claim.

No Other Company Representations or Warranties. (a) Each of Parent The Buyer acknowledges and Merger Sub acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges agrees that neither the Company nor any Person of its Subsidiaries makes or has made any representation representations or warrantywarranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 and in any certificate or other Transaction Document delivered by the Company in connection with this Agreement. In connection with the due diligence investigation of the Company by the Buyer and its representatives, express or impliedthe Buyer and its representatives have received certain estimates, projections, forecasts and other forward-looking information, as to the accuracy or completeness of any well as certain business plan information containing such information, regarding the Company furnished or made available to Parent, and its Affiliates (including Merger Sub) Subsidiaries and their respective Representatives (businesses and has not relied on any representationoperations. The Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, warranty or projections, forecasts and other statement made by forward-looking statements, as well as in such business plans, with which the Company or any Person on behalf Buyer is familiar, that the Buyer is making its own evaluation of the Company adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to the Buyer (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or any of its Subsidiariesbusiness plans), and that except for the representations and warranties expressly set forth made by the Company in Article III (which includes exceptions set forth therein Section 3 and in any certificate or other Transaction Document delivered by the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectivelyAgreement, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes Buyer will have no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to claim against the Company or any of its Subsidiaries, whether or not included any of their respective representatives, with respect thereto. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the Company Information right of the Buyer or (iii) any other information concerning the Company, any of its Subsidiaries Affiliates to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement and in any certificate or other Transaction Document delivered by the transactions contemplated herebyCompany in connection with this Agreement, nor will anything in this Agreement operate to limit any claim by the Buyer or any of its Affiliates for actual and intentional fraud. As used in this Agreement, “Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person as of the date which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, “control,” when used with respect to any Person, has the meaning specified in Rule 12b-2 under the Exchange Act; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

No Other Company Representations or Warranties. (a) Each of Except for the representations and warranties set forth in Article III, Parent and Merger Sub acknowledges that (i) it hereby acknowledge and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges agree that neither the Company nor any Person of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person, has made or is making, and that Parent and Merger Sub have not relied on and will not be entitled to, and will not, rely on, any other express or implied representation or warrantywarranty with respect to the Company or any of its Subsidiaries or their business or operations or any other matter, express or implied, as including with respect to the accuracy or completeness of any information regarding the Company furnished provided, disclosed or made available delivered to Parent, its Affiliates (including Parent or Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule)III, neither the Company nor any of its Subsidiaries, nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or representatives, nor any other Person shall Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the Company’s making available delivery, dissemination or any other distribution to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect Person, or the use by Parent, Merger Sub or any other Person, of any information provided or made available to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to them by the Company or any of its Subsidiaries, whether or not included in the Company Information any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or (iii) representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any other Person in certain “data rooms,” confidential information concerning the Companymemoranda, management presentations or due diligence discussions in anticipation or contemplation of any of its Subsidiaries or the transactions contemplated herebyby this Agreement.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Acquisition Sub acknowledges that and agrees that: (a) the Company has not made and is not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Section 3; (b) neither of them are relying, and have not relied, on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in Section 3; and (c) no employee, agent, advisor or other Representative of the Company has made or is making any representations or warranties whatsoever regarding the subject matter of this Agreement. Without limiting the foregoing, each of Parent and Acquisition Sub acknowledges and agrees that: (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person of its Representatives has made any representation or warranty, whether express or implied, as to the accuracy or completeness of any information regarding the Company or its Affiliates furnished or made available to Parent, its Affiliates (including Merger Sub) Parent or Acquisition Sub and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties as expressly set forth in Article III this Agreement; and (which includes exceptions set forth therein and in the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), ii) neither the Company nor any other Person shall be subject to any liability to Parent, Merger Parent or Acquisition Sub or any other Person resulting from the Company’s making available to Parent or Acquisition Sub or Parent, its Affiliates (including Merger ’s or Acquisition Sub) or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) Parent or Acquisition Sub in any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Parent or Acquisition Sub) or any of their respective Representatives, including in any the “data room,” management presentation presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or any of its Subsidiaries, whether or not included in the Company Information or (iii) any other information concerning the Company, any of its Subsidiaries or the transactions contemplated herebyAgreement.

No Other Company Representations or Warranties. (a) Each of Parent Such Buyer acknowledges and Merger Sub acknowledges that (i) it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested or required to review, (ii) it and its Representatives have had reasonable opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges agrees that neither the Company nor any Person of its Subsidiaries makes or has made any representation representations or warrantywarranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3. In connection with the due diligence investigation of the Company by such Buyer and its representatives, express or impliedsuch Buyer and its representatives have received and may continue to receive from the Company and its representatives certain estimates, projections, forecasts and other forward-looking information, as to the accuracy or completeness of any well as certain business plan information containing such information, regarding the Company furnished or made available to Parent, and its Affiliates (including Merger Sub) Subsidiaries and their respective Representatives (businesses and has not relied on any representationoperations. Such Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, warranty or projections, forecasts and other statement made by the Company or any Person on behalf forward-looking statements, as well as in such business plans, with which such Buyer is familiar, that such Buyer is making its own evaluation of the Company adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to such Buyer (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or any of its Subsidiariesbusiness plans), and that except for the representations and warranties expressly set forth made by the Company in Article III (which includes exceptions set forth therein Section 3 and in any certificate or other Transaction Document delivered by the Company Disclosure Schedule), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from the Company’s making available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, or any such Person’s use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives in the due diligence materials provided to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, including in any “data room,” management presentation (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement (collectivelyAgreement, the “Company Information”). Without limiting the foregoing, except for the representations and warranties expressly set forth in Article III, the Company makes such Buyer will have no representation or warranty, express or implied, to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to claim against the Company or any of its Subsidiaries, whether or not included any of their respective representatives, with respect thereto. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, other than the Company Information or (iiiCompany’s representations and warranties set forth in Section 3(s)(iii), Section 3(dd) any other information concerning and Section 3(gg) and the Company’s covenant set forth in Section 4(h), such Buyer acknowledges that none of the Company, any of its Subsidiaries affiliates or any other Person on behalf of the transactions contemplated herebyCompany or otherwise makes or has made any representation or warranty in respect of (i) the Current Proceedings and (ii) any conduct, statements or actions of any member of the Founder Group (as defined in Section 3(a)) in any capacity. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, with respect to the Company, the term “affiliate” shall not include any member of the Founder Group.

No Other Company Representations or Warranties. (a) Each of Parent and Merger Sub acknowledges that (i) it and its Representatives have received access to such books and records, facilitiesFacilities, equipment, contracts and other assets of the Company which it and its Representatives have desired, requested desired or required to review, (ii) and that it and its Representatives have had reasonable full opportunity to meet with the management of the Company and to discuss the business and assets of the Company, (iii) it and its Representatives have been afforded the opportunity to ask questions of and receive answers from personnel of the Company and (iv) it has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby. (b) Each of Parent and Merger Sub acknowledges that neither the Company nor any Person person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Parent and its Affiliates (including Merger Sub) and their respective Representatives (and has not relied on any representation, warranty or other statement made by the Company or any Person on behalf of the Company or any of its Subsidiaries), except for the representations and warranties as expressly set forth in Article III (which includes exceptions set forth therein and in the Company Disclosure ScheduleLetter), and that all other representations and warranties, express or implied, are specifically disclaimed. Except for the representations and warranties expressly set forth in Article III (after taking into account exceptions set forth therein and in the Company Disclosure Schedule), neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub Parent or any other Person person resulting from the Company’s 's making available to Parent or Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, or any such Person’s 's use of or reliance on, such information, including any Confidential Information (as defined in the Confidentiality Agreement) or presentation materials delivered to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives, as subsequently updated, supplemented or amended, or any information, documents or material made available to Parent, its Affiliates (including Merger Sub) or any of their respective Representatives Parent in the due diligence materials provided to Parent, its Affiliates Parent (including Merger Sub) or any of their respective Representatives, including in any “management presentations, information or descriptive memorandum, certain "data room,” management presentation (formal rooms" maintained by the Company, supplemental information or informalother materials or information with respect to any of the above) or in any other form in connection with the transactions contemplated by this Agreement (collectively, the “Company Information”)Agreement. Without limiting the foregoing, except for the representations and warranties as expressly set forth in Article IIIthis Agreement, the Company makes no representation or warranty, express or implied, warranty to Parent or Merger Sub or any other Person with respect to (i) the information set forth in the Company Information, (ii) any financial projection or forecast relating to the Company or its Subsidiaries or Affiliates or their business, operations, technology, assets, liabilities, results of operations, financial condition, prospects, projections, budgets, estimates or operational metrics, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, certain "data rooms" maintained by the Company, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Parent or any of its SubsidiariesAffiliates, whether stockholders or not included in Representatives and that, to the Company Information or (iii) any other information concerning fullest extent permitted by applicable Law, none of the Company, its Subsidiaries or Affiliates or any of its or their respective stockholders, controlling persons or Representatives shall have any liability or responsibility whatsoever to Parent, its Affiliates, stockholders or Representatives on any basis (including in contract or tort, at law or in equity, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made (or any omissions therefrom), to Parent, its Subsidiaries or the transactions contemplated hereby.Affiliates, stockholders or Representatives,