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 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 5, operationsor any document, assetsagreement, Intellectual Propertycertificate or other instrument contemplated by this Agreement, technologyneither SmartStop, 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 SmartStop, has made any representation or warranty, expressed or implied, with respect to SmartStop or any SmartStop Subsidiary, including their respective businesses, operations, assets (including the Company makesSmartStop Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding SmartStop or any SmartStop Subsidiary. In particular, without limiting the foregoing disclaimer, except for the representations and warranties expressly made by the SmartStop Parties in this Article 5, none of Parent the SmartStop Parties or Merger Sub has relied upon, any express or implied other Person makes any representation or warranty with respect to the Company SST IV or any of its Subsidiaries Affiliates or Representatives with respect to any other written or oral information provided presented to Parent SST IV or any of its Affiliates or Representatives in the course of their due diligence of the SmartStop Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, SmartStop and Merger Sub in connection acknowledge and agree with the Transactions including the accuracy or completeness thereof representation of SST IV in Section 4.22(a), and hereby acknowledge and confirm 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 35, or any document, agreement, certificate or other instrument contemplated by this Agreement, (i) neither SST IV nor any other Person has made or is making, and (ii) SmartStop, Merger Sub and their Representatives are not relying on, any representations or warranties relating to SST IV 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 SmartStop, Merger Sub or any of their Representatives by SST IV or its Representatives.

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 (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 SST IV nor any Person on behalf of SST IV has made any representation or warranty, expressed or implied, with respect to SST IV or any SST IV Subsidiary, including their respective businesses, operations, assets (including the Company makesSST IV Properties), liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), or the accuracy or completeness of any information regarding SST IV or any SST IV Subsidiary. In particular, without limiting the foregoing disclaimer, except for the representations and warranties expressly made by SST IV in this Article 4, none of Parent SST IV or Merger Sub has relied upon, any express or implied other Person makes any representation or warranty with respect to the Company any SmartStop Party or any of its Subsidiaries their respective Affiliates or Representatives with respect to any other written or oral information provided presented to Parent the SmartStop Parties or any of their respective Affiliates or Representatives in the course of their due diligence of SST IV, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, SST IV acknowledges and agrees with the representation of SmartStop and Merger Sub in connection with the Transactions including the accuracy or completeness thereof Section 5.24(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 35, or any document, agreement, certificate or other instrument contemplated by this Agreement, (i) none of SmartStop, Merger Sub or any other Person has made or is making, and (ii) SST IV and its Representatives are not relying on, any representations or warranties relating to the SmartStop or Merger Sub 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 SST IV or any of its Representatives by SmartStop, Merger Sub or their Representatives.

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 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 (a) Except for the representations and Merger Sub has conducted its own independent review and analysis of warranties contained in this Article II (including the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects related portions of the Company Disclosure Letter and each certificates delivered hereunder), none of them acknowledges that it the Company, the Converting Holders or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Company, including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Acquirer and its Representatives have received access (including any information, documents or material delivered to such books and recordsAcquirer or made available to Acquirer in the data room, facilitiesmanagement presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, equipment, contracts and other assets profitability or success 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 or any representation or warranty arising from statute or otherwise in law. Nothing in this Section 2.24(a) shall limit any Acquirer Indemnified Person’s rights or remedies in the management case 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 fraud, intentional misrepresentation or willful misconduct by or on behalf of the Company makesin making any of the representations and warranties contained in this Article II (including the related portions of the Company Disclosure Letter and certificates delivered hereunder) or otherwise in connection with the Transactions. (b) The Company acknowledges and agrees that other than as expressly set forth in Article III, the Company has not relied and none of Parent or Merger Sub has relied upon, is not relying on any express or implied representation or warranty with respect regarding the subject matter of this Agreement. The Company acknowledges that neither Acquirer, Merger Sub nor any of their respective Affiliates and Representatives shall have or be subject to any liability to the Company, the Company Members or any other Person resulting from the distribution to the Company or the Company’s use of, any of information, including any information, documents or material made available to the Company or its Subsidiaries Representatives in any electronic data rooms or with respect to in any other information provided to Parent form in expectation of the Merger, except as expressly set forth in Article III. Nothing in this Section 2.24(b) shall limit any Company Indemnified Person’s rights or remedies in the case of fraud, intentional misrepresentations or willful misconduct by or on behalf of Acquirer or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than making any of the representations and warranties contained in Article 3 or III (including the other agreements and related certificates delivered hereunder) or otherwise in connection herewith. Each of Parent and Merger Sub acknowledges and agrees that, to with 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 3Transactions.