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

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (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 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 Parent, Merger Sub or any of their respective Representatives or (b) will have been 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 of their respective Representatives (in any form whatsoever and through any medium whatsoever), or the use 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. 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, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (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 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 Parent, Merger Sub or any of their respective Representatives or (b) will have been 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 of their respective Representatives (in any form whatsoever and through any medium whatsoever)Representatives, or the use 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. 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, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII and in any certificate or other document delivered in connection with this Agreement, Parent and Merger Sub such Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub such Purchaser or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub such Purchaser or any of their respective its Representatives or (b) except in the case of fraud, will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub such Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub such Purchaser or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub such Purchaser or any of their respective its 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 such Purchaser or any of their respective its 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 TransactionsTransactions or any other transactions or potential transactions involving the Company and such Purchaser. ParentSuch Purchaser, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to fraud. Parent and Merger Sub Such Purchaser hereby acknowledge 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 and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub such Purchaser and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (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 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 Parent, Merger Sub or any of their respective Representatives or (b) will have been 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 of their respective Representatives (in any form whatsoever and through any medium whatsoever)Representatives, or the use 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 TransactionsMerger or any other transaction contemplated by this Agreement. Parent, on behalf of itself and on behalf of its AffiliatesSubsidiaries, 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 RepresentativesSubsidiaries) 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 TransactionsMerger and the other transactions contemplated by this Agreement, each of Parent, Parent and Merger Sub and their respective Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Purchaser and Parent and Merger Sub hereby acknowledge that and agree that: (a) neither the Company nor any of its Company Subsidiaries, nor or any of their respective Affiliates or Representatives or any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Company Subsidiaries or their respective business or operations, including with respect to any oral, written, video, electronic or other information provided or made available to Parentthe Purchaser, Merger Sub Parent or any of their respective Affiliates or Representatives or any oralother Person; and (b) except in the case of Fraud, writtenneither the Company nor any Company Subsidiaries, video, electronic or other information developed by Parent, Merger Sub or any of their respective Affiliates or Representatives or (b) any other Person will have been or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Purchaser, Parent or Merger Sub any of their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to ParentPurchaser, Merger Sub Parent or any of their respective Affiliates or Representatives (in or any form whatsoever and through any medium whatsoever)other Person, or the use by ParentPurchaser, Merger Sub Parent or any of their respective RepresentativesAffiliates or Representatives or any other Person, of any such information provided or made available to any of them by the Company or any Company Subsidiaries, or any of their respective Affiliates or Representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to ParentPurchaser, Merger Sub Parent or any of their respective RepresentativesAffiliates or Representatives or any other Person, including in due diligence materials, “data rooms,” confidential information memoranda or management presentations (formal or informal, in person, by phone, through video or in any other format), in anticipation or contemplation of the Offer, the Merger or any of the other 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, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other PersonPerson (including X.X. Xxxxxx Securities LLC and Moelis & Company LLC), (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub Purchaser or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub Purchaser or any of their respective its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub Purchaser or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub Purchaser or any of their respective its 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 Purchaser or any of their respective its 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 TransactionsTransactions or any other transactions or potential transactions involving the Company and Purchaser. ParentPurchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud in connection with the representations and warranties expressly set forth in Article III. Parent and Merger Sub Purchaser hereby acknowledge 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 and its Subsidiaries and its own in-depth analysis of the merits and risks of the Transactions in making its investment decision and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub Purchaser and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigationinvestigation and analysis.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIII (as modified by the Company Disclosure Letter) and in any certificate or other document delivered in connection with this Agreement, Parent and Merger Sub each Investor hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Series A Preferred Stock, the Common Stock, the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub either Investor or any of their respective Representatives or Affiliates or any oral, written, video, electronic or other information developed by Parent, Merger Sub either Investor or any of their respective Representatives or Affiliates and none of the Investors, or their Affiliates or any of its or their Representatives has relied, is relying, or will rely on any other representations, warranties, or other statements, or the accuracy or completnes thereof, or (b) will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub either Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub either Investor or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)or Affiliates, or the use by Parent, Merger Sub either Investor or any of their respective Representativesits Representatives or Affiliates, 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 either Investor or any of their respective RepresentativesRepresentatives or Affiliates, 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. ParentTransactions and each Investor, on behalf of itself and on behalf of its their respective 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, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (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 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 Parent, Merger Sub or any of their respective Representatives or (b) will have been 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 of their respective Representatives (in any form whatsoever and through any medium whatsoever)Representatives, or the use 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 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 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, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of such investigation and the representations and warranties expressly set forth in Article III and on the results of their own independent investigationIII.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (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 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 Parent, Merger Sub or any of their respective Representatives or (b) will have been 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 of their respective Representatives (in any form whatsoever and through any medium whatsoever)Representatives, or the use 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. 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, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation. 29 SECTION 4.08. Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company by Parent and Merger Sub, Parent and Merger Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain and business and strategic plan information, regarding the Company and its Subsidiaries and their respective businesses and operations. Parent and Merger Sub hereby acknowledge that 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, 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 to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Sub have not relied on 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 pursuant to the express terms of this Agreement, including on account of a breach of any of the representations, warranties, covenants or agreements expressly set forth herein.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII and in any certificate or other document delivered in connection with this Agreement, Parent and Merger Sub the Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub the Purchaser or any of their respective its Representatives or (b) except in the case of fraud, will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub the Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Purchaser or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub the Purchaser or any of their respective its 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 such Purchaser or any of their respective its 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 TransactionsTransactions or any other transactions or potential transactions involving the Company and such Purchaser. ParentThe Purchaser, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to fraud. Parent and Merger Sub The Purchaser hereby acknowledge 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 and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub the Purchaser and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.. ARTICLE V Additional Agreements Section 5.01

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub the Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other PersonPerson (including Xxxxxx Xxxxxxx & Co. LLC and Citigroup Global Markets Inc.), (a) has made or is making any other express or implied representation or warranty with respect to the Series B Preferred Shares, the Common Shares of the Company, the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub the Purchaser or any of their respective its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub the Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Purchaser or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub the Purchaser or any of their respective its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material materials developed by or provided or made available to Parent, Merger Sub the Purchaser or any of their respective its 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 TransactionsTransactions or any other transactions or potential transactions involving the Company and the Purchaser. ParentThe Purchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud in connection with the representations and warranties expressly set forth in Article III. Parent and Merger Sub The Purchaser hereby acknowledge 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 and its Subsidiaries and its own in-depth analysis of the merits and risks of the Transactions in making its investment decision and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub the Purchaser and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigationinvestigation and analysis.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article ARTICLE III, Parent and Merger Sub the Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub the Purchaser or any of their respective its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in ARTICLE III, will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub the Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Purchaser or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub the Purchaser or any of their respective its 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 the Purchaser or any of their respective its 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 TransactionsTransactions or any other transactions or potential transactions involving the Company and the Purchaser. ParentThe Purchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud in connection with the representations and warranties expressly set forth in ARTICLE III. Parent and Merger Sub The Purchaser hereby acknowledge 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 and its Subsidiaries and its own in-depth analysis of the merits and risks of the Transactions in making its investment decision and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub the Purchaser and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigationinvestigation and analysis.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII or any other Stock Purchase Transaction Document, Parent and Merger Sub the Investor hereby acknowledge acknowledges that neither the Company nor any of other Person acting on its Subsidiaries, nor any other Personbehalf, (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub the Investor or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub the Investor or any of their respective its Representatives or (b) will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub the Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Investor or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub the Investor or any of their respective its 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 the Investor or any of their respective its 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 TransactionsStock Purchase Transactions or any other transactions or potential transactions involving the Company and the Investor. ParentThe Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub The Investor hereby acknowledge 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 and its Subsidiaries and, in making its determination to proceed with the Stock Purchase Transactions, each of Parent, Merger Sub the Investor and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub the Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other PersonPerson (including Xxxxxx Xxxxxxx & Co. LLC and Citigroup Global Markets Inc.), (a) has made or is making any other express or implied representation or warranty with respect to the Securities, the Common Shares of the Company, the Company or any of its Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub the Purchaser or any of their respective its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub the Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Purchaser or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub the Purchaser or any of their respective its 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 the Purchaser or any of their respective its 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 TransactionsTransactions or any other transactions or potential transactions involving the Company and the Purchaser. ParentThe Purchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud in connection with the representations and warranties expressly set forth in Article III. Parent and Merger Sub The Purchaser hereby acknowledge 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 and its Subsidiaries and its own in-depth analysis of the merits and risks of the Transactions in making its investment decision and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub the Purchaser and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigationinvestigation and analysis.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub such Investor hereby acknowledge acknowledges that (a) neither the Company nor any of its Subsidiaries, nor any other Person, (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub such Investor or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub such Investor or any of their respective Representatives or its Representatives, (b) such Investor has not relied on any representation or warranty from the Company, any Subsidiary of the Company or any other Person in determining to enter into this Agreement or the other Transaction Documents, and (c) neither the Company nor any of its Subsidiaries nor any other Person will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub such Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub such Investor or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub such Investor or any of their respective its 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 such Investor or any of their respective its 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 the Transaction or any of other transactions or potential transactions involving the TransactionsCompany and such Investor. ParentSuch Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. Parent and Merger Sub Such Investor hereby acknowledge 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 and its Subsidiaries and its own in-depth analysis of the merits and risks of the Transaction in making its investment decision and, in making its determination to proceed with the TransactionsTransaction, each of Parent, Merger Sub such Investor and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigationinvestigation and analysis.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII and in any certificate or other document delivered in connection with this Agreement, Parent and Merger Sub such Investor hereby acknowledge acknowledges that neither the Company Company, the Target nor any of its their respective Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company Company, the Target or any of its their respective Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub such Investor or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub such Investor or any of their respective its Representatives or (b) except in the case of fraud, will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub such Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub such Investor or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub such Investor or any of their respective its 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 such Investor or any of their respective its 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, the Acquisition, the Debt Financing or any other transactions or potential transactions involving the Company and/or the Target and such Investor. ParentSuch Investor, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to fraud. Parent and Merger Sub Such Investor hereby acknowledge 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 Company, the Target and its their respective Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub such Investor and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII and in any certificate or other document delivered in connection with this Agreement, Parent and Merger Sub such Investor hereby acknowledge acknowledges that neither the Company Company, the Target nor any of its their respective Subsidiaries, nor any other Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company Company, the Target or any of its their respective Subsidiaries or their respective business businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub such Investor or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub such Investor or any of their respective its Representatives or (b) except in the case of fraud, will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub such Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub such Investor or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub such Investor or any of their respective its 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 such Investor or any of their respective its 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, the Acquisition, the Refinancing, the Debt Financing or any other transactions or potential transactions involving the Company and/or the Target and such Investor. ParentSuch Investor, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to fraud. Parent and Merger Sub Such Investor hereby acknowledge 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 Company, the Target and its their respective Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub such Investor and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub each of the Yahoo Parties hereby acknowledge acknowledges that neither the Company nor any of its SubsidiariesSubsidiaries or Affiliates, nor any other Person, (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub such Yahoo Party or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub such Yahoo Party or any of their respective its Representatives or (b) will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub such Yahoo Party resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub such Yahoo Party or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub such Yahoo Party or any of their respective its 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 such Yahoo Party or any of their respective its 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, the transactions contemplated by the Commercial Agreement or any other transactions or potential transactions involving the Company and such Yahoo Party (including the transactions contemplated by the Transaction Documents). ParentEach of the Yahoo Parties, on behalf of itself and on behalf of its respective Affiliates, expressly waives waive any such claim relating to the foregoing matters, except with respect to Fraud. Parent and Merger Sub Each of the Yahoo Parties hereby acknowledge acknowledges (each for itself and on behalf of its Affiliates and Representatives) that it has they have conducted, to its their satisfaction, its their own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its their determination to proceed with the TransactionsTransactions and the transactions contemplated by the Transaction Documents, each of Parent, Merger Sub such Yahoo Party and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub the Investor hereby acknowledge acknowledges that neither the Company nor any of its SubsidiariesSubsidiaries or Affiliates, nor any other Person, (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub the Investor or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub the Investor or any of their respective its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub the Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Investor or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub the Investor or any of their respective its 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 the Investor or any of their respective its 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 TransactionsTransactions or any other transactions or potential transactions involving the Company and the Investor (including the transactions contemplated by the Transaction Documents). ParentThe Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud. Parent and Merger Sub The Investor hereby acknowledge 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 and its Subsidiaries and, in making its determination to proceed with the TransactionsTransactions and the transactions contemplated by the Transaction Documents, each of Parent, Merger Sub the Investor and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIV, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other 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 any of its Subsidiaries or their respective business or operations, including with respect to any 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 Parent, Merger Sub or any of their respective Representatives or (b) will have been 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 of their respective Representatives (in any form whatsoever and through any medium whatsoever)Representatives, or the use 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 Transactionstransactions 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) 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 Transactionstransactions contemplated by this Agreement, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigationinvestigation and the terms and conditions of this Agreement.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub Purchaser or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub Purchaser or any of their respective its Representatives or (b) except in the case of Fraud, will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub Purchaser or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub Purchaser or any of their respective its 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 Purchaser or any of their respective its 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 TransactionsTransactions or any other transactions or potential transactions involving the Company and Purchaser. ParentPurchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud. Parent and Merger Sub Purchaser hereby acknowledge 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 and its Subsidiaries and its own in-depth analysis of the merits and risks of the Transactions in making its investment decision and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub Purchaser and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigationinvestigation and analysis.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII and in any certificate or other document delivered in connection with this Agreement, Parent and Merger Sub the Purchaser hereby acknowledge acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub the Purchaser or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub the Purchaser or any of their respective its Representatives or (b) except in the case of fraud, will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub the Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Purchaser or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub the Purchaser or any of their respective its 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 such Purchaser or any of their respective its 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 TransactionsTransactions or any other transactions or potential transactions involving the Company and such Purchaser. ParentThe Purchaser, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to fraud. Parent and Merger Sub The Purchaser hereby acknowledge 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 and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub the Purchaser and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Without limiting the representations and warranties made by the Company in ‎Article III (or in any certificate or other agreement provided pursuant to this Agreement), Parent and Merger Sub MergerCo each acknowledges acknowledge that it and its Representatives have received access to such certain books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth made by the Company in Article III‎Article III (or in any certificate or other agreement provided pursuant to this Agreement or in any of the Transaction Documents) or in the case of Fraud or willful breach, (a) Parent and Merger Sub hereby MergerCo (each for itself and on behalf of its Affiliates and Representatives) acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (a) has have made or is making making, and each of Parent, MergerCo 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 nor any of its Subsidiaries or their respective business or businesses, operations, including with respect to any oralproperties, writtenassets, videoliabilities, electronic condition (financial or other information provided otherwise) or made available to Parentprospects, Merger Sub or any of their respective Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub or any of their respective Representatives or (b) will have been 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 of their respective Representatives (in any form whatsoever and through any medium whatsoever), or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or and other forward-looking informationinformation or business and strategic plan information regarding the Company and its Subsidiaries, business plans notwithstanding the delivery or other material developed by or provided or made available disclosure to Parent, Merger Sub MergerCo or any of their Affiliates or respective RepresentativesRepresentatives of any documentation, including in due diligence materials, “data rooms” forecasts or management presentations other information (formal or informal, in person, by phone, through video or in any other format), in anticipation form or contemplation of through any medium) with respect to any one or more of the Transactions. Parentforegoing, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters. (b) Parent and Merger Sub MergerCo hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has they have conducted, to its their satisfaction, its their own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, and (c) in making its their determination to proceed with the Transactions, each of Parent, Merger Sub MergerCo and their respective Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIII (as qualified by the Company Disclosure Letter and the Company SEC Documents), Parent such Purchaser hereby acknowledges it is not relying on any other representations and Merger Sub hereby acknowledge warranties and that neither the Company nor any of its Subsidiaries, nor any other Person, (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub such Purchaser or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub such Purchaser or any of their respective its Representatives or (b) will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub such Purchaser resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub such Purchaser or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub such Purchaser or any of their respective its 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 such Purchaser or any of their respective its 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 TransactionsTransactions or any other transactions or potential transactions involving the Company and such Purchaser. ParentSuch Purchaser, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to fraud. Parent and Merger Sub Such Purchaser hereby acknowledge 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 and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub such Purchaser and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article IIIIII (as the same may be modified by the Company Disclosure Letter and the Filed SEC Documents), Parent the Investor hereby acknowledges it is not relying on any other representations and Merger Sub hereby acknowledge warranties and that neither the Company nor any of its Subsidiaries, nor any other Person, (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub the Investor or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub the Investor or any of their respective its Representatives or (b) will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub the Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Investor or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub the Investor or any of their respective its 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 the Investor or any of their respective its 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 TransactionsTransactions or any other transactions or potential transactions involving the Company and the Investor. ParentThe Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud. Parent and Merger Sub The Investor hereby acknowledge 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 and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub the Investor and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub the Investor hereby acknowledge acknowledges that neither the Company nor any of its SubsidiariesSubsidiaries or Affiliates, nor any other Person, (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 businesses, operations, assets, liabilities, condition (financial or operationsotherwise) or prospects, including with respect to any oral, written, video, electronic or other information provided or made available to Parent, Merger Sub the Investor or any of their respective its Representatives or any oral, written, video, electronic or other information developed by Parent, Merger Sub the Investor or any of their respective its Representatives or (b) will have been or be subject to any liability or indemnification obligation to Parent or Merger Sub the Investor resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub the Investor or any of their respective Representatives (in any form whatsoever and through any medium whatsoever)its Representatives, or the use by Parent, Merger Sub the Investor or any of their respective its 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 the Investor or any of their respective its 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 TransactionsTransactions or any other transactions or potential transactions involving the Company and the Investor (including the transactions contemplated by the Transaction Documents). ParentThe Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud. Parent and Merger Sub The Investor hereby acknowledge 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 and its Subsidiaries and, in making its determination to proceed with the TransactionsTransactions and the transactions contemplated by the Transaction Documents, each of Parent, Merger Sub the Investor and their respective its Affiliates and Representatives have relied on the representations and warranties expressly set forth in Article III and on the results of their own independent investigation.

No Other Company Representations or Warranties. Parent and Merger Sub each acknowledges that 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 or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties expressly set forth in Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, (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 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 Parent, Merger Sub or any of their respective Representatives or (b) will have been 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 of their respective Representatives (in any form whatsoever and through any medium whatsoever)Representatives, or the use by Parent, Merger Sub or any of their respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking 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 roomsdata‑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 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, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of such investigation and the representations and warranties expressly set forth in Article III and on the results of their own independent investigationIII.