Common use of No Other Information Clause in Contracts

No Other Information. (a) Except for the representations and warranties contained in Article 3 and Article 4, none of the Sellers, the Company or its Subsidiaries or any other Person on behalf of the Sellers or the Company or its Subsidiaries makes any express or implied representation or warranty with respect to the Sellers or the Company or its Subsidiaries or with respect to any other information provided to the Purchaser in connection with the Transactions. None of the Sellers, the Company or its Subsidiaries or any other Person will have or be subject to any liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser, or the Purchaser’s use of, or reliance on, any such information, including any information, documents, projections, forecasts or other material made available to the Purchaser in an electronic “dataroom,” management presentations, or offering memoranda in expectation of the Transactions, unless and to the extent any such information is included in a representation or warranty contained in Article 3 and Article 4. (b) The Purchaser acknowledges and agrees that it (i) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company and its Subsidiaries and the Sellers, (ii) has had reasonable access to (A) the Books and Records of the Company and its Subsidiaries and (B) the electronic dataroom maintained in connection with the Transactions, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and its Subsidiaries, and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, the Business and the Transactions, and has relied solely on the results of its own independent investigation and has not relied on any representation, warranty or other statement by any Person on behalf of the Sellers or the Company or its Subsidiaries, other than the representations and warranties of the Sellers or the Company expressly contained in Article 3 and Article 4 of this Agreement and that all other representations and warranties are specifically disclaimed. (c) Notwithstanding anything herein to the contrary, nothing in this Section 5.09 shall constitute the waiver of, or be deemed to limit any rights of the Purchaser in the case of Fraud.

No Other Information. (a) Except for the representations and warranties contained in Article 3 and Article 4IV or in any Transaction Agreement, none of the SellersStockholders, the Company or its Subsidiaries Members, the Company, or any other Person on behalf of the Sellers Stockholders, the Members or the Company or its Subsidiaries makes any express or implied representation or warranty with respect to the Sellers Stockholders, the Members or the Company or its Subsidiaries Company, or with respect to any other information provided to the Purchaser such GPIM Lender in connection with the Transactionstransactions contemplated by this Agreement. None of the SellersStockholders, the Company or its Subsidiaries Members, the Company, or any other Person will have or be subject to any liability or indemnification obligation to the Purchaser such GPIM Lender or any other Person resulting from the distribution to the Purchasersuch GPIM Lender, or the Purchasersuch GPIM Lender’s use of, or reliance on, any such information, including any information, documents, projections, forecasts or other material made available to the Purchaser such GPIM Lender in an electronic certain “dataroom,” data rooms”, management presentations, or offering memoranda memoranda, in expectation of each case, in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is included in a representation or warranty contained otherwise provided in Article 3 and IV or Article 4.X. (b) The Purchaser Such GPIM Lender acknowledges and agrees agrees, solely in connection with the transactions contemplated by this Agreement and in its capacity as an acquiror of the Series C Common Units and Preferred Units under the Exchange Agreement, that it (i) has had an opportunity to discuss the business and affairs of the Company with the Stockholders, the Members and its Subsidiaries with the management of the Company and its Subsidiaries and the SellersCompany, (ii) has had reasonable access to (A) the Books books and Records records of the Company and its Subsidiaries and (B) the electronic dataroom Company Group’s virtual data room maintained in connection with the Transactionstransactions contemplated by this Agreement, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and its SubsidiariesCompany, and (iv) has conducted its own independent investigation of the Company and Company, its Subsidiaries, the Business business and the Transactionstransactions contemplated by this Agreement, and has relied solely on the results of its own independent investigation and has not relied on any representation, warranty or other statement by by, or information provided by, any Person on behalf of the Sellers Companies or the Company or its SubsidiariesStockholders, other than the representations and warranties of the Sellers or the Company expressly contained in Article 3 and Article 4 IV of this Agreement and that all other representations and warranties are specifically disclaimed. (c) Notwithstanding anything herein to the contrary, nothing in this Section 5.09 shall constitute the waiver of, or be deemed to limit any rights of the Purchaser in the case of Fraud.

No Other Information. (a) Except Buyer acknowledges and agrees that, (i) except for the representations and warranties contained in Article 3 III and Article 4IV of this Agreement, as qualified by the Disclosure Schedules, none of the SellersSeller, the Company or its Subsidiaries Relevant Entities, or any other Person on behalf of the Sellers Seller or the Company or its Subsidiaries Relevant Entities makes any express or implied representation or warranty with respect to the Sellers Seller or the Company or its Subsidiaries any Relevant Entity or with respect to any other information provided to the Purchaser Buyer or its representatives in connection with the Transactions. None transactions contemplated hereby, and (ii) none of the SellersSeller, the Company or its Subsidiaries Relevant Entities, or any other Person will have or be subject to any liability or indemnification obligation to the Purchaser Buyer or any other Person resulting from the distribution to the PurchaserBuyer or its representatives, or the PurchaserBuyer’s use of, or reliance on, any such information, including any information, documents, projections, forecasts or other material made available to the Purchaser Buyer or its representatives in an electronic “dataroom,” management presentations, or offering memoranda in expectation of the Transactionstransactions contemplated hereby, unless and to the extent any such information is included in covered by a representation or warranty contained in Article 3 and III or Article 4IV of this Agreement. (b) The Purchaser Buyer acknowledges and agrees that it (i) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries Relevant Entities with the management of the Company and its Subsidiaries and the SellersCompany, (ii) has had reasonable access to (A) the Books books and Records records of the Company and its Subsidiaries Relevant Entities and (B) the electronic dataroom maintained in connection with the Transactionstransactions contemplated hereby, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and its SubsidiariesCompany, (iv) is a sophisticated purchaser, and (ivv) has conducted to its own satisfaction an independent investigation review and analysis of the Company and its SubsidiariesRelevant Entities, the Business business and the Transactionstransactions contemplated hereby with the assistance of its expert advisors, including legal counsel, and has relied solely on the results of its own independent investigation and has not relied on any representation, warranty or other statement of Seller, any Relevant Entity, or by any Person on behalf of the Sellers Seller or the Company or its Subsidiaries, any Relevant Entity other than the representations and warranties of the Sellers Seller or the Company expressly contained in Article 3 III and Article 4 IV of this Agreement and that all other representations and warranties are expressly and specifically disclaimed. (c) Notwithstanding anything herein to the contrary, nothing in this Section 5.09 shall constitute the waiver of, or be deemed to limit any rights of the Purchaser in the case of Fraud.

No Other Information. (a) Except for the representations and warranties contained in Article 3 and Article 44 and in any other Transaction Document, none of the SellersSeller, the Company or its Subsidiaries or any other Person on behalf of the Sellers Seller or the Company or its Subsidiaries makes any express or implied representation or warranty with respect to the Sellers Seller or the Company or its Subsidiaries or with respect to any other material, documents or information provided to the Purchaser, the Purchaser Guarantor or their respective Representatives (whether in the VDR or otherwise) in connection with the Transactions, and neither the Purchaser nor the Purchaser Guarantor has relied on, or is relying on, any other materials, documents or information, including projections, estimates and budgets. None of the SellersSeller, the Company or its Subsidiaries or any other Person will have or be subject to any liability Liability or indemnification obligation to the Purchaser, the Purchaser Guarantor or any other Person resulting from the distribution to the Purchaser, the Purchaser Guarantor or their respective Representatives, or the Purchaser’s or the Purchaser Guarantor’s respective use of, or reliance on, any such information, including any information, documents, projections, forecasts or other material made available to the Purchaser, the Purchaser Guarantor or their respective Representatives in an electronic “dataroom,” data room, management presentations, or offering memoranda in expectation of the Transactions, unless and to except in the extent any such information is included in a representation or warranty contained in Article 3 and Article 4case of Fraud. (b) The Each of the Purchaser and the Purchaser Guarantor acknowledges and agrees that it (i) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company and its Subsidiaries and the SellersCompany, (ii) has had reasonable access to (A) the Books books and Records records of the Company and its Subsidiaries and (B) the electronic dataroom maintained in connection with the TransactionsVDR, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and its SubsidiariesCompany, (iv) is a sophisticated purchaser or guarantor, respectively, and (ivv) has conducted to its own satisfaction an independent investigation investigation, review and analysis of the Company and its Subsidiaries, the Business and the TransactionsTransactions with the assistance of its expert advisors, including legal counsel, and has relied solely on the results of its own independent investigation and has not relied on any representation, warranty or other statement by any Person on behalf of the Sellers Seller or the Company or its Subsidiariesany of their Affiliates, other than the representations and warranties of the Sellers Seller or the Company expressly contained in Article 3 and Article 4 of this Agreement and in any other Transaction Document and that all other representations and warranties are expressly and specifically disclaimed. (c) Notwithstanding anything herein to the contrary, nothing in this Section 5.09 shall constitute the waiver of, or be deemed to limit any rights of the Purchaser in the case of Fraud.

No Other Information. Parent and Merger Sub acknowledge that the Company makes no representations or warranties as to any matter whatsoever except as expressly set forth in this Agreement (a) Except for including Article III, the Company Disclosure Schedule and any certificates delivered pursuant to Section 6.2 of this Agreement). The representations and warranties contained set forth in Article 3 III are made solely by the Company, and Article 4, none no representative of the SellersCompany shall have any responsibility or liability related thereto. Without limiting the generality of the foregoing, each of Parent and Merger Sub agree that: (i) the Company or its Subsidiaries or has not made any other Person on behalf of the Sellers or the Company or its Subsidiaries makes any express or implied representation or warranty to Parent, Merger Sub or any of their representatives or affiliates with respect to the Sellers or the Company or its Subsidiaries or with respect to to: (A) any other information provided to the Purchaser in connection with the Transactions. None of the Sellers, the Company or its Subsidiaries or any other Person will have or be subject to any liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser, or the Purchaser’s use of, or reliance on, any such information, including any information, documents, projections, forecasts or other material made available to the Purchaser in an electronic “dataroom,” management presentationsestimates, plans or offering memoranda in expectation budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the TransactionsCompany or any of its Subsidiaries or the future business, unless and to the extent any such information is included in a representation operations or warranty contained in Article 3 and Article 4. (b) The Purchaser acknowledges and agrees that it (i) has had an opportunity to discuss the business and affairs of the Company and or any of its Subsidiaries with heretofore (individually and collectively, “Company Projections”) or hereafter delivered to or made available to Parent, Merger Sub or their respective representatives or affiliates; provided, however, that the management foregoing clause (i)(A) shall not be construed to limit or otherwise affect the interpretation of the Company and its Subsidiaries and the Sellers, (ii) has had reasonable access to (A) the Books and Records of the Company and its Subsidiaries and (B) the electronic dataroom maintained in connection with the Transactions, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and its Subsidiaries, and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, the Business and the Transactions, and has relied solely on the results of its own independent investigation and has not relied on any representation, warranty or other statement by any Person on behalf of the Sellers or the Company or its Subsidiaries, other than the representations and warranties of the Sellers Company set forth in Article III; or (B) any other information, statement or documents heretofore or hereafter delivered to or made available to Parent, Merger Sub or their respective representatives or affiliates, except to the extent and as expressly covered by a representation and warranty made by the Company expressly and contained in Article 3 III, in the Company Disclosure Schedule and Article 4 any certificates delivered pursuant to Section 6.2 of this Agreement Agreement; and that all other representations and warranties are specifically disclaimed(ii) it has not relied upon any information in clause (i) above. (c) Notwithstanding anything herein to the contrary, nothing in this Section 5.09 shall constitute the waiver of, or be deemed to limit any rights of the Purchaser in the case of Fraud.

No Other Information. (a) Except Buyer acknowledges and agrees that, (i) except for the representations and warranties contained in Article 3 III and Article 4IV of this Agreement, any Transaction Document and in any certificate delivered pursuant hereto or thereto, none of the SellersSeller, the Company or its Subsidiaries Group, or any other Person on behalf of the Sellers Seller or the Company or its Subsidiaries Group makes any express or implied representation or warranty with respect to the Sellers Seller or any member of the Company or its Subsidiaries Group or with respect to any other information provided to the Purchaser Buyer or its representatives in connection with the Transactions. None transactions contemplated hereby, and (ii) none of the SellersSeller, the Company or its Subsidiaries Group, or any other Person will have or be subject to any liability or indemnification obligation to the Purchaser Buyer or any other Person resulting from the distribution to the PurchaserBuyer or its representatives, or the PurchaserBuyer’s use of, or reliance on, any such information, including any information, documents, projections, forecasts or other material made available to the Purchaser Buyer or its representatives in an electronic “dataroom,” management presentations, or offering memoranda in expectation of the Transactionstransactions contemplated hereby, unless and to the extent any such information is included in covered by a representation or warranty contained in Article 3 III or Article IV of this Agreement, any Transaction Document and Article 4in any certificate delivered pursuant hereto or thereto. (b) The Purchaser Buyer acknowledges and agrees that it (i) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries Group with the management of the Company and its Subsidiaries and the SellersCompany, (ii) has had reasonable access to (A) the Books books and Records records of the Company and its Subsidiaries Group and (B) the electronic dataroom maintained in connection with the Transactionstransactions contemplated hereby, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and its SubsidiariesCompany, (iv) is a sophisticated purchaser, and (ivv) has conducted to its own satisfaction an independent investigation review and analysis of the Company and its SubsidiariesGroup, the Business business and the Transactionstransactions contemplated hereby with the assistance of its expert advisors, including legal counsel, and has relied solely on the results of its own independent investigation and has not relied on any representation, warranty or other statement of Seller, any member of the Company Group, or by any Person on behalf of the Sellers Seller or any member of the Company or its Subsidiaries, Group other than the representations and warranties of the Sellers Seller or the Company expressly contained in Article 3 III and Article 4 IV of this Agreement Agreement, any Transaction Document and in any certificate delivered pursuant hereto or thereto and that all other representations and warranties are expressly and specifically disclaimed. (c) Notwithstanding anything herein to the contrary, nothing in this Section 5.09 shall constitute the waiver of, or be deemed to limit any rights of the Purchaser in the case of Fraud.

No Other Information. (a) Except for the representations and warranties contained in Article 3 and Article 4or elsewhere in this Agreement, none of the Sellers, the Company or its Subsidiaries Cliffstar Companies or any other Person on behalf of the Sellers or the Company or its Subsidiaries Cliffstar Companies makes any express or implied representation or warranty with respect to the Sellers or the Company or its Subsidiaries Cliffstar Companies or with respect to any other information provided to the Purchaser in connection with the Transactionstransactions contemplated hereby. None of the Sellers, the Company or its Subsidiaries Cliffstar Companies or any other Person will have or be subject to any liability or indemnification obligation to the Purchaser or Purchaser Sub or any other Person resulting from the distribution to the PurchaserPurchaser or any other Person, or the Purchaser’s or any other Person’s use of, or reliance on, any such information, including any information, documents, projections, forecasts or other material made available to the Purchaser in an electronic certain “dataroomdata rooms,” management presentations, or offering memoranda in expectation of the Transactionstransactions contemplated by this Agreement, unless and to the extent any such other information is expressly included in a representation or warranty contained in Article 3 and Article 43. (b) The Each of Purchaser and Purchaser Sub acknowledges and agrees that it (i) has had an opportunity to discuss the business and affairs of the Company and its Subsidiaries with the management of the Company and its Subsidiaries and the SellersCliffstar Companies, (ii) has had reasonable access to (Aa) the Books books and Records records of the Company and its Subsidiaries Cliffstar Companies and (Bb) the electronic dataroom data room maintained in connection with the Transactionstransactions contemplated by this Agreement, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and its SubsidiariesCliffstar Companies, and (iv) has conducted its own independent investigation of the Company and its SubsidiariesCliffstar Companies, the Business their respective businesses and the Transactionstransactions contemplated hereby, and has not relied solely on the results of its own independent investigation and has not relied on any representation, warranty or other statement by any Person on behalf of the Sellers or the Company or its SubsidiariesCliffstar Companies, other than the representations and warranties of the Sellers or the Company Cliffstar Companies expressly contained in Article 3 and Article 4 of this Agreement and that all other representations and warranties are specifically disclaimed. (c) Notwithstanding anything herein to the contrary, nothing in this Section 5.09 shall constitute the waiver of, or be deemed to limit any rights of the Purchaser in the case of Fraud.

No Other Information. (a) Except for the representations and warranties contained in Article 3 and Article 4IV or in any Transaction Agreement, none of the SellersStockholders, the Company or its Subsidiaries Members, the Company, or any other Person on behalf of the Sellers Stockholders, the Members or the Company or its Subsidiaries makes any express or implied representation or warranty with respect to the Sellers Stockholders, the Members or the Company or its Subsidiaries Company, or with respect to any other information provided to the Purchaser Investor in connection with the Transactionstransactions contemplated by this Agreement. None of the SellersStockholders, the Company or its Subsidiaries Members, the Company, or any other Person will have or be subject to any liability or indemnification obligation to the Purchaser Investor or any other Person resulting from the distribution to the PurchaserInvestor, or the PurchaserInvestor’s use of, or reliance on, any such information, including any information, documents, projections, forecasts or other material made available to the Purchaser Investor in an electronic certain “dataroom,” data rooms”, management presentations, or offering memoranda memoranda, in expectation of each case, in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is included in a representation or warranty contained otherwise provided in Article 3 and IV or Article 4.X. (b) The Purchaser Investor acknowledges and agrees agrees, solely in connection with the transactions contemplated by this Agreement and in its capacity as an acquiror of the Series B Common Units hereunder, that it (i) has had an opportunity to discuss the business and affairs of the Company with the Stockholders, the Members and its Subsidiaries with the management of the Company and its Subsidiaries and the SellersCompany, (ii) has had reasonable access to (A) the Books books and Records records of the Company and its Subsidiaries and (B) the electronic dataroom Company Group’s virtual data room maintained in connection with the Transactionstransactions contemplated by this Agreement, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and its SubsidiariesCompany, and (iv) has conducted its own independent investigation of the Company and Company, its Subsidiaries, the Business business and the Transactionstransactions contemplated by this Agreement, and has relied solely on the results of its own independent investigation and has not relied on any representation, warranty or other statement by by, or information provided by, any Person on behalf of the Sellers Companies or the Company or its SubsidiariesStockholders, other than the representations and warranties of the Sellers or the Company expressly contained in Article 3 and Article 4 IV of this Agreement and that all other representations and warranties are specifically disclaimed. (c) Notwithstanding anything herein to the contrary, nothing in this Section 5.09 shall constitute the waiver of, or be deemed to limit any rights of the Purchaser in the case of Fraud.