Common use of No Other Representations and Warranties; Non-Reliance Clause in Contracts

No Other Representations and Warranties; Non-Reliance. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and each of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have 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. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 3 or the other agreements and certificates delivered in connection herewith. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and its Subsidiaries, and their respective Affiliates, stockholders, controlling persons or Representatives will not have any liability or responsibility whatsoever to Parent, Merger Sub, any Parent Subsidiary, or their respective Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent Subsidiary, or any of their respective Affiliates, stockholders, controlling persons or Representatives, except as and only to the extent expressly set forth in Article 3.

No Other Representations and Warranties; Non-Reliance. Each Except for the representations and warranties contained in Article IV and the certificate delivered pursuant to Section 6.3(d), the Company acknowledges and agrees that (a) none of Parent and Parent, Merger Sub, Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and each of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and 2 or any other assets of the Company that it and its Representatives have 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. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makesParent, and none of Parent Merger Sub or Merger Sub has relied upon, 2 makes any other express or implied representation or warranty (i) whatsoever and (ii) specifically (but without limiting the generality of the forgoing) with respect to the Company Parent, Merger Sub or Merger Sub 2, or Parent’s business, assets or liabilities, or any representation or warranty relating to current or future financial condition projections, forecasts, results of its Subsidiaries operations, cash flows, any implied warranties of merchantability, suitability, fitness, for a particular purpose, title, enforceability or non-infringement, or with respect to any other information provided to Parent the Company with respect to Parent, Merger Sub or Merger Sub 2, and the Company has not relied upon any such other representation or warranty other than those expressly set forth in connection with Article IV or the Transactions including the accuracy or completeness thereof certificate delivered pursuant to Section 6.3(d), and (b) other than the representations and warranties contained set forth in Article 3 IV or the certificate delivered pursuant to Section 6.3(d), neither the Company nor any other agreements and certificates delivered in connection herewith. Each Person on its behalf is relying on any other representation or warranty of Parent and Merger Sub acknowledges and agrees thator any other Person on its behalf, to the fullest extent permitted by applicable Lawwhether express, the Company and its Subsidiariesimplied or statutory, and their respective Affiliates, stockholders, controlling persons or Representatives will not have any liability or responsibility whatsoever to none of Parent, Merger Sub, Merger Sub 2 nor any Parent Subsidiary, or their respective Affiliates, stockholders, controlling persons or Representatives Person on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to behalf of Parent, Merger Sub, Sub or Merger Sub 2 shall have any Parent Subsidiary, liability to the Company or any of their respective Affiliates, stockholders, controlling persons or Representatives, except as and only other Person for any information provided to the extent expressly set forth Company or its Representatives relating to the business of Parent, including any materials made available to the Company or its financial and legal advisors or other Representatives in Article 3connection with the Company’s due diligence review, due diligence discussions or in any other form.

No Other Representations and Warranties; Non-Reliance. Each of Parent Except for the specific representations and Merger Sub has conducted its own independent review and analysis of warranties contained in this Article IV, as modified by the businessDisclosure Schedules, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and each of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have 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. Each of Parent and Merger Sub acknowledges that neither the Company Seller nor any other Person on behalf of the Company makes, and none of Parent or Merger Sub has relied upon, makes any other express or implied representation or warranty warranty, including with respect to Seller, its Subsidiaries (including the Company Shares and the Purchased Subsidiaries), the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims and Buyer shall not be entitled to rely on any other representations or warranties, whether made by Seller, any of its Affiliates or any of its Subsidiaries their respective Representatives. Any documents, title information, assessments, surveys, plans, specifications, reports and studies, or with respect to any other information made available to Buyer by Seller, its Affiliates or their respective Representatives (collectively, “Review Documents”) are provided to Parent or Merger Sub as information only. Buyer shall not rely upon Seller’s provision of any Review Document(s) in connection with lieu of conducting its own due diligence. Except for the Transactions including the accuracy or completeness thereof other than the specific representations and warranties contained in this Article 3 IV, as modified by the Disclosure Schedules, Seller has not made, does not make, and has not authorized anyone else to make any representation as to: (a) the accuracy, reliability or completeness of any of the Review Documents; (b) the condition of any building(s), structures or other improvements at the Leased Real Property, including the presence or absence of any Hazardous Substances; (c) the operating condition of the Purchased Assets; (d) the zoning, subdivision and land use Laws or requirements of the Leased Real Property or the conformance of the Leased Real Property with any such zoning, subdivision or land use Laws or requirements; (e) the enforceability of, or Buyer’s ability to obtain the benefits of, any agreement of record affecting the Purchased Assets; (f) the transferability or assignability of any Contract, Liquor License or Permit; or (g) any other agreements and certificates delivered in connection herewith. Each of Parent and Merger Sub acknowledges and agrees that, matter or thing affecting or relating to the fullest extent permitted by applicable LawBusiness, the Company and its SubsidiariesShares, and their respective Affiliatesthe Purchased Subsidiaries or the Purchased Assets. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, stockholdersSELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, controlling persons or Representatives will not have any liability or responsibility whatsoever to ParentAND BUYER SHALL NOT BE ENTITLED TO RELY ON, Merger SubANY REPRESENTATION, any Parent SubsidiaryWARRANTY, or their respective AffiliatesPROJECTION, stockholdersFORECAST, controlling persons or Representatives on any basis STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (including in contract or tortORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING ANY OPINION, under federal or state securities Laws or otherwise) based upon any information (including any statementINFORMATION, document or agreement delivered pursuant to this Agreement and any financial statements and any projectionsPROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, estimates or other forward-looking information) provided or made available (including in any data roomsOFFICER, management presentationsMANAGER, information or descriptive memorandum or supplemental informationEMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER OR ANY OF ITS AFFILIATES). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS, or statements made (or any omissions therefrom)PROFITABILITY OR VALUE OF ANY OF THE BUSINESS, to ParentTHE SHARES, Merger Sub, any Parent Subsidiary, or any of their respective Affiliates, stockholders, controlling persons or Representatives, except as and only to the extent expressly set forth in Article 3THE PURCHASED SUBSIDIARIES OR THE PURCHASED ASSETS.

No Other Representations and Warranties; Non-Reliance. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and each of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have 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. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than Except for the representations and warranties contained in this Article 3 III and the representations and warranties set forth on Schedule 3.24, as modified by the Disclosure Schedules hereto, or the other agreements Transaction Documents, neither Seller nor any other Person makes any other express or implied representation or warranty, including with respect to Seller, its Subsidiaries (including the Shares and certificates delivered in connection herewith. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable LawPurchased Companies), the Company and its SubsidiariesBusiness, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and their respective AffiliatesSeller disclaims and Buyer shall not be entitled to rely on any other representations or warranties, stockholders, controlling persons or Representatives will not have any liability or responsibility whatsoever to Parent, Merger Subwhether made by Seller, any Parent Subsidiary, or their respective Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent Subsidiary, of its Affiliates or any of their respective AffiliatesRepresentatives. Any documents, stockholderstitle information, controlling persons assessments, surveys, plans, specifications, reports and studies, or Representativesother information made available to Buyer by Seller, except its Affiliates or their respective Representatives (collectively, “Review Documents”) are provided as information only. Except for the representations and only warranties contained in this Article III and the representations and warranties set forth on Schedule 3.24, as modified by the Disclosure Schedules hereto, or the other Transaction Documents, Seller has not made, does not make, and has not authorized anyone else to make any representation as to: (a) the accuracy, reliability or completeness of any of the Review Documents; (b) the condition of any building(s), structures or other improvements at the Business Real Property, including the presence or absence of any Environmental Conditions or Hazardous Substances; (c) the operating condition of the Purchased Assets; (d) the zoning, subdivision and land use Laws or requirements of the Business Real Property or the conformance of the Business Real Property with any such zoning, subdivision or land use Laws or requirements; (e) the enforceability of, or Buyer’s ability to obtain the benefits of, any agreement of record affecting the Purchased Assets; (f) the transferability or assignability of any Contract, Liquor License or Permit; or (g) any other matter or thing affecting or relating to the extent expressly set forth in Article 3Business, the Shares, the Purchased Companies or the Purchased Assets. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, AND BUYER SHALL NOT BE ENTITLED TO RELY ON, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, MANAGER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER OR ANY OF ITS AFFILIATES). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS, PROFITABILITY OR VALUE OF ANY OF THE BUSINESS, THE SHARES, THE PURCHASED COMPANIES OR THE PURCHASED ASSETS.

No Other Representations and Warranties; Non-Reliance. Each of Parent (a) Except for the representations and Merger Sub has conducted its own independent review and analysis of the businesswarranties expressly set forth in this Article 4, operationsor any document, assetsagreement, Intellectual Propertycertificate or other instrument contemplated by this Agreement, technology, liabilities, results of operations, financial condition and prospects of the Company and each of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have 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. Each of Parent and Merger Sub acknowledges that neither the Company CCIT II nor any Person on behalf of the Company makes, and none of Parent or Merger Sub CCIT II has relied upon, made any express or implied representation or warranty warranty, expressed or implied, with respect to CCIT II, any CCIT II Subsidiary, including their respective businesses, operations, assets (including the Company CCIT II Properties), liabilities, condition (financial or any otherwise), results of its Subsidiaries operations, future operating or with respect to any other information provided to Parent financial results, estimates, projections, forecasts, plans or Merger Sub in connection with prospects (including the Transactions including reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness thereof of any information regarding CCIT II or any CCIT II Subsidiary. (b) Notwithstanding anything contained in this Agreement to the contrary, the CCIT II Parties acknowledge and agree with the representation of the GCEAR Parties in Section 5.22(a), and hereby acknowledges and confirms that, other than the representations and warranties contained in Article 3 or the other agreements and certificates delivered in connection herewith. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and its Subsidiaries, and their respective Affiliates, stockholders, controlling persons or Representatives will not have any liability or responsibility whatsoever to Parent, Merger Sub, any Parent Subsidiary, or their respective Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent Subsidiary, or any of their respective Affiliates, stockholders, controlling persons or Representatives, except as and only to the extent expressly set forth in Article 3.5, or any document, agreement, certificate or other instrument contemplated by this Agreement, (i) none of the GCEAR Parties or any other Person has made or is making, and (ii) the CCIT II Parties and their Representatives are not relying on, any representations or warranties relating to the GCEAR Parties whatsoever, express or implied, by operation of law or otherwise, including any implied representation or warranty as to the accuracy or completeness of any information furnished or made available to the CCIT II Parties or any of its Representatives by the GCEAR Parties or their Representatives. ARTICLE 5 REPRESENTATIONS AND

No Other Representations and Warranties; Non-Reliance. Each of Parent Except for the representations and warranties expressly set forth in Article III and the certificate delivered pursuant to Section 6.2(d), Parent, Merger Sub and Merger Sub has conducted its own independent review 2 acknowledge and analysis agree that (a) none of the Company or any other Person on behalf of the Company makes any other express or implied representation or warranty (i) whatsoever and (ii) specifically (but without limiting the generality of the foregoing) with respect to the Company, its business, operationsprojections, assetsforecasts, Intellectual Propertyassets or liabilities, technologyor any representation or warranty relating to current or future financial condition, liabilitiesprojections, forecasts, results of operations, financial condition cash flows, any implied warranties of merchantability, suitability, fitness, for a particular purpose, title, enforceability or non-infringement, or with respect to any other information provided to Parent, Merger Sub and prospects Merger Sub 2 with respect to the Company, and Parent, Merger Sub and Merger Sub 2 have not relied upon any such representation and warranty other than those expressly set forth in Article III or the certificate delivered pursuant to Section 6.2(d), and (b) other than the representations and warranties set forth in Article III or the certificate delivered pursuant to Section 6.2(d), neither Parent nor any other Person on its behalf is relying on any other representation or warranty of the Company and each of them acknowledges that it and or any other Person on its Representatives have received access to such books and recordsbehalf, facilitieswhether express, equipment, contracts and other assets of the Company that it and its Representatives have requested to reviewimplied or statutory, 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. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 3 or the other agreements and certificates delivered in connection herewith. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and its Subsidiaries, and their respective Affiliates, stockholders, controlling persons or Representatives will not shall have any liability or responsibility whatsoever to Parent, Merger Sub, Merger Sub 2 or any Parent Subsidiary, or their respective Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon other Person for any information (provided to Parent or its Representatives relating to the business of the Company, including any statement, document materials made available to Parent or agreement delivered pursuant to this Agreement its financial and any financial statements and any projections, estimates legal advisors or other forward-looking information) provided Representatives in connection with Parent’s due diligence review due diligence discussions or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent Subsidiary, or any of their respective Affiliates, stockholders, controlling persons or Representatives, except as and only to the extent expressly set forth in Article 3other form.

No Other Representations and Warranties; Non-Reliance. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and each of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have 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. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions transactions contemplated by this Agreement including the accuracy or completeness thereof other than the representations and warranties contained in Article 3 or the other agreements and certificates delivered in connection herewith3. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and its Subsidiaries, and their respective Affiliatesaffiliates, stockholders, controlling persons or Representatives will shall not have any liability or responsibility whatsoever to Parent, Merger Sub, any Parent Subsidiary, or their respective Affiliatesaffiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent Subsidiary, or any of their respective Affiliatesaffiliates, stockholders, controlling persons or Representatives, except as and only to the extent expressly set forth in Article 33 (as qualified by the Company Disclosure Schedule).

No Other Representations and Warranties; Non-Reliance. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and each of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have 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. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than Except for the representations and warranties contained in Article 3 this ARTICLE III, as modified by the Disclosure Schedules hereto, or the other agreements and certificates delivered in connection herewith. Each of Parent and Merger Sub acknowledges and agrees thatTransaction Documents, neither Seller nor any other Person makes any other express or implied representation or warranty, including with respect to the fullest extent permitted by applicable LawSeller, its Subsidiaries (including IPCo), the Company and its SubsidiariesBusiness, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and their respective AffiliatesSeller disclaims and Buyer shall not be entitled to rely on any other representations or warranties, stockholders, controlling persons or Representatives will not have any liability or responsibility whatsoever to Parent, Merger Subwhether made by Seller, any Parent Subsidiary, or their respective Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent Subsidiary, of its Affiliates or any of their respective AffiliatesRepresentatives. Any documents, stockholderstitle information, controlling persons assessments, surveys, plans, specifications, reports and studies, or Representativesother information made available to Buyer by Seller, except its Affiliates or their respective Representatives (collectively, “Review Documents”) are provided as information only. Except for the representations and only warranties contained in this ARTICLE III, as modified by the Disclosure Schedules hereto, or the other Transaction Documents, Seller has not made, does not make, and has not authorized anyone else to make any representation as to: (a) the accuracy, reliability or completeness of any of the Review Documents; (b) the condition of any building(s), structures or other improvements at the Business Real Property, including the presence or absence of any Environmental Conditions or Hazardous Substances; (c) the operating condition of the Purchased Assets; (d) the zoning, subdivision and land use Laws or requirements of the Business Real Property or the conformance of the Business Real Property with any such zoning, subdivision or land use Laws or requirements; (e) the enforceability of, or Buyer’s ability to obtain the benefits of, any agreement of record affecting the Purchased Assets; (f) the transferability or assignability of any Contract or Permit; or (g) any other matter or thing affecting or relating to the extent expressly set forth in Article 3Business, the IPCo Interests or the Purchased Assets. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, AND BUYER SHALL NOT BE ENTITLED TO RELY ON, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, MANAGER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER OR ANY OF ITS AFFILIATES). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS, PROFITABILITY OR VALUE OF ANY OF THE BUSINESS, THE IPCO INTERESTS OR THE PURCHASED ASSETS.

No Other Representations and Warranties; Non-Reliance. Each of Parent Except for the representations and warranties expressly set forth in Article III and the certificate delivered pursuant to Section 6.2(d), Parent, Merger Sub and Merger Sub has conducted its own independent review 2 acknowledge and analysis agree that (a) none of the Company or any other Person on behalf of the Company makes any other express or implied representation or warranty (i) whatsoever and (ii) specifically (but without limiting the generality of the foregoing) with respect to the Company, its business, operationsprojections, assetsforecasts, Intellectual Propertyassets or liabilities, technologyor any representation or warranty relating to current or future financial condition, liabilitiesprojections, forecasts, results of operations, financial condition cash flows, any implied warranties of merchantability, suitability, fitness, for a particular purpose, title, enforceability or non-infringement, or with respect to any other information provided to Parent, Merger Sub and prospects Merger Sub 2 with respect to the Company, and Parent, Merger Sub and Merger Sub 2 have not relied upon any such representation and warranty other than those expressly set forth in Article III or the certificate delivered pursuant to Section 6.2(d), and (b) other than the representations and warranties set forth in Article III, or the certificate delivered pursuant to Section 6.2(d), neither Parent nor any other Person on its behalf is relying on any other representation or warranty of the Company and each of them acknowledges that it and or any other Person on its Representatives have received access to such books and recordsbehalf, facilitieswhether express, equipment, contracts and other assets of the Company that it and its Representatives have requested to reviewimplied or statutory, 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. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 3 or the other agreements and certificates delivered in connection herewith. Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and its Subsidiaries, and their respective Affiliates, stockholders, controlling persons or Representatives will not shall have any liability or responsibility whatsoever to Parent, Merger Sub, Merger Sub 2 or any Parent Subsidiary, or their respective Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon other Person for any information (provided to Parent or its Representatives relating to the business of the Company, including any statement, document materials made available to Parent or agreement delivered pursuant to this Agreement its financial and any financial statements and any projections, estimates legal advisors or other forward-looking information) provided Representatives in connection with Parent’s due diligence review due diligence discussions or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent Subsidiary, or any of their respective Affiliates, stockholders, controlling persons or Representatives, except as and only to the extent expressly set forth in Article 3other form.

No Other Representations and Warranties; Non-Reliance. Each (a) Except for the representations and warranties expressly in Article IV, Seller and the Acquired Entity acknowledge and agree that none of Parent and Merger Sub has conducted its own independent review and analysis Buyer or any of the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and each of them acknowledges that it and its Representatives or direct or indirect equity holders make, or have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have 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. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Parent or Merger Sub has relied uponmade, any other express or implied representation or warranty with respect whatsoever (whether at law (including at common law or by statute) or in equity). Except for Seller’s representations and warranties expressly in Article II and the Acquired Entity’ representations and warranties expressly in Article III (collectively, the “Sell-Side Representations”), Seller and the Acquired Entity disclaim any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity), including related to any opinion, projection, forecast, statement (including any forward-looking statement), budget, estimate, advice or other similar information (including information related to the Company future revenues, earnings, results or operations (or any component thereof)), cash flows, financial condition (or any component thereof) or the future business and operations of the Acquired Entity or any of its Subsidiaries businesses, assets, employees, Permits, liabilities, operations, prospects or with respect to condition (financial or otherwise), as well as any other business plan and cost-related plan information provided to Parent of or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 3 or the other agreements and certificates delivered in connection herewith. Each of Parent and Merger Sub acknowledges and agrees that, related to the fullest extent permitted by applicable Lawforegoing (collectively, the Company and its Subsidiaries“Projections”), and their respective Affiliatesin each case, stockholdersmade, controlling persons communicated or Representatives will not have any liability furnished (orally or responsibility whatsoever to Parent, Merger Sub, any Parent Subsidiary, or their respective Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental informationwriting), or statements made to be made, communicated or furnished (orally or any omissions therefromin writing), to ParentBuyer or any of its Representatives, Merger Subin each case, any Parent Subsidiarywhether made by Seller, the Acquired Entity or any of their respective AffiliatesRepresentatives or direct or indirect equity holders or any other Person. Other than as expressly contemplated by this Agreement, stockholdersany other document contemplated by this Agreement, controlling persons or Representativesany certificate delivered pursuant hereto or thereto, except neither Seller, Buyer nor any of their respective Affiliates or Representatives shall have or be subject to any liability or indemnification obligation to Buyer or Seller, as and only the case may be, or any other Person, resulting from the distribution to Buyer or Seller, as the extent expressly case may be, or Buyer’s or Seller’s use of, as the case may be, any information not set forth in Article 3or incorporated by reference into this Agreement or any Schedule, Annex or Exhibit hereto, including any information, document or material made available in certain “data rooms” (including the Data Room), management presentations or in any other form in expectation or contemplation of the transactions contemplated hereby.