Common use of No Other Representations and Warranties Clause in Contracts

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for The representations and warranties set forth in this Section 6 are the only representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 Company, NewCo and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, Sub with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries Shares or any other matter furnished relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Agreement or provided the other Transaction Documents, (a) the Company and NewCo make no warranty, express or implied, as to any matter whatsoever relating to the Shares or any other matter relating to the transactions contemplated by this Agreement, including as to (i) the operation of the business of the Company and its Subsidiaries after the Closing in any manner or (ii) the probable success or profitability of the business of NewCo, the Company and its Subsidiaries after the Closing, and (b) neither the Company or any of its Affiliates, nor any of their respective stockholders, directors, officers, employees or agents 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 its Representatives of, or the Purchaser’s use of, any information relating to the Company or any of its Affiliates, including any descriptive memoranda, summary business descriptions, financial forecasts, projections or models, or any information, documents or material made available to the Company Purchaser or its Affiliates or Representatives, whether orally or in any writing, in management presentations, functional “data rooms,break-out” “virtual data rooms,” management presentations discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of, or in connection with, this Agreement or of the transactions contemplated herebyby this Agreement. Parent The Company, NewCo and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees acknowledge that, except for as set forth in Section 7, neither the Purchaser nor any director, officer, employee, agent or Representative of the Purchaser makes any representation or warranty, either express or implied, concerning the transactions contemplated by this Agreement. Nothing in this Section 6.22 will affect the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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) Asset Transfer Agreement or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesCommercial Agreements.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent contained in this Article V (as qualified by the applicable items disclosed 4 and except for any representations and warranties specifically set forth in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)Executed Transaction Agreements, Hanover acknowledges that neither Parent Spinco nor any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to Spinco or the Spinco Retained Subsidiaries, the Spinco Business or otherwise or with respect to any other information provided to Hanover, whether on behalf of Xxxxxx, Spinco or such other Persons, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the use of the Spinco Assets and the assets of the Spinco Business and the operation of the Spinco Business after the Closing in any manner or (iii) the success or profitability of the ownership, use or operation of the Spinco Business after the Closing. Neither Xxxxxx, Spinco nor any other Person will have or be subject to any liability or indemnification obligation to Hanover or any other Person to the extent resulting from the distribution to Hanover, or Hanover’s use of, any information related to the Spinco Business and any other information, document or material made available to Hanover in certain “data rooms,” management presentations or any other form in connection with the transactions contemplated by this Agreement and the Executed Transaction Agreements. (b) In connection with Hanover’s investigation of the Spinco Business, Hanover may have received or may receive from or on behalf of Parent Xxxxxx, Spinco or its Subsidiariesany of their respective Subsidiaries certain projections or forward-looking statements, their businesses, including projected statements of operating revenues and income from operations, assets, liabilities, financial condition, results of operations, future operating or financial results, . Hanover acknowledges that there are uncertainties inherent in attempting to make such estimates, projectionsprojections and other forecasts and plans, forecaststhat Hanover is familiar with such uncertainties, that Hanover is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans or prospects so furnished to it (including the reasonableness of the assumptions underlying such estimates, projectionsprojections and forecasts), forecastsand that Hanover, plans or prospects) or in the accuracy or completeness absence of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation offraud, or in connection withshall have no claim against Xxxxxx, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Spinco or any of their respective Affiliates Subsidiaries or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making acting on their behalf with respect thereto. Accordingly, neither Xxxxxx, Spinco nor their respective Subsidiaries make any representation or has made any representations or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, such estimates, projections, forecasts, forward-looking statements and other forecasts and 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 the Company or its Subsidiaries or any projections and other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco forecasts and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesplans).

No Other Representations and Warranties. Except for Notwithstanding anything herein to the contrary, the representations and warranties made by Parent of the Company expressly set forth in this Article V (as qualified by III are and shall constitute the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 sole and the introduction to this Article V) exclusive representations and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has warranties made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or Company and its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, with this Agreement or the transactions contemplated hereby. Parent Except for the representations and its Subsidiaries disclaim any other representations or warrantieswarranties referred to in previous sentence, whether made by Parent or any none of the Company, its Subsidiaries or any other Person has made or is making any express or implied representations or warranty, statutory or otherwise, of their respective Affiliates any nature, including with respect to any express or Representativesimplied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of the Company and its Subsidiaries. Each Except for the representations and warranties expressly set forth in this Article III, all other warranties, express or implied, statutory or otherwise, of Parentany nature, Bidco including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of the Company and each Merger Sub its Subsidiaries, are hereby expressly disclaimed. The Company hereby acknowledges and agrees that, except for the representations and warranties made by the Company set forth in Article IV (in each case as qualified and limited by the applicable items disclosed in the Company Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cLetter), neither the Company nor (a) none of Parent or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other Person Person, has made or is making any express or has made any representations implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to Parent or on behalf any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Company or its Affiliates, stockholders or Representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or its Affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement or the transactions contemplated hereby, and (b) to the fullest extent permitted by law, none of Parent or any of its Subsidiaries, or any of its or their businessesrespective Affiliates, operationsstockholders or Representatives, assetsor any other Person, liabilitieswill have or be subject to any liability or other obligation of any kind or nature to the Company or its Affiliates, financial conditionstockholders or Representatives, results or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of operationsits Affiliates, future operating stockholders or financial resultsRepresentatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or Representatives, or any other Person, of any such information provided or made available to any of them by Parent or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other Person, including any information, documents, estimates, projections, forecastsforecasts or other forward-looking information, business 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 the Company or its Subsidiaries or any other matter furnished or material provided to Parent or made available to Parent the Company or any of its Affiliates, stockholders, or Representatives, or any other Person, in any “data rooms,” “virtual data rooms,” management presentations confidential information memoranda or otherwise, in each case in anticipation or contemplation of the Mergers or any other form in expectation of, or in connection with, transaction contemplated by this Agreement, or and (subject to the transactions contemplated hereby or thereby. Each express representations and warranties of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on I and Merger Sub II set forth in Article IV (in each case as qualified and limited by the Parent Disclosure Letter)) none of the Company or any of its Affiliates, stockholders or Representatives, or any other Person, has relied on any such other representations information (including the accuracy or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiescompleteness thereof).

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent contained in this Article V IV (as qualified by including the applicable items disclosed in related portions of the Parent Seller Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedules), neither Parent no Seller nor any other Person (including either Merger Sub) makes or has made or makes any other express or implied representation or warranty, expressed either written or impliedoral, at law or in equity, with respect to or on behalf of Parent Sellers, including any representation or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 warranty as to the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter the Business and the Transferred Assets furnished or provided to the Company or made available to the Company in Buyer and its Representatives or any “data rooms,” “virtual data rooms,” information, documents or material delivered to Buyer or made available to Buyer, management presentations or in any other form in expectation of, or in connection with, this Agreement or of the transactions contemplated herebyhereby or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise in law. Parent and its Subsidiaries Sellers hereby disclaim any other representations or warranties, whether warranties that would otherwise be deemed to be made by Parent or any of it, its Subsidiaries Affiliates or any of their respective Affiliates officers, directors, employees, agents, financial and legal advisors or Representatives. Each of Parentother representatives, Bidco and each Merger Sub acknowledges and agrees thatin connection with this Agreement or the transaction contemplated hereby. (b) EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV, except for the representations and warranties made by the Company in Article IV THE TRANSFERRED ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS,” AND SELLERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO LIABILITIES, OPERATIONS OF THE BUSINESSES, OR THE TRANSFERRED ASSETS (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IVINCLUDING TITLE, CONDITION, VALUE OR QUALITY THEREOF) and in the certificate to be delivered by the Company pursuant to Section 9.02(cOR THE PROSPECTS (FINANCIAL AND OTHERWISE), neither the Company nor any other Person is making or has made any representations or warrantyRISKS AND OTHER INCIDENTS OF THE TRANSFERRED ASSETS, expressed or impliedAND SELLERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM, at law or in equityAND BUYER HEREBY WAIVES, with respect to or on behalf of the Company or its SubsidiariesANY REPRESENTATION OR WARRANTY OF QUALITY, their businessesMERCHANTABILITY, operationsNON-INFRINGEMENT, assetsUSAGE, liabilitiesOR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE TRANSFERRED ASSETS, financial conditionOR ANY PART THEREOF, results of operationsOR AS TO THE WORKMANSHIP THEREOF, future operating or financial resultsOR THE ABSENCE OF ANY DEFECTS THEREIN, estimatesWHETHER LATENT OR PATENT, projectionsOR AS TO THE CONDITION OF THE TRANSFERRED ASSETS, forecastsIN EACH CASE EXCEPT AS EXPRESSLY SET FORTH HEREIN. NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY OR ON BEHALF OF SELLERS OR THEIR RESPECTIVE AFFILIATES OR BY ANY REPRESENTATIVE, plans or prospects AGENT, ATTORNEY, ADVISOR, CONSULTANT, ACCOUNTANT, BROKER OR INVESTMENT BANKER, INCLUDING ANY INFORMATION OR MATERIAL CONTAINED IN THE DESCRIPTIVE MEMORANDUM OR MANAGEMENT PRESENTATION RECEIVED BY BUYER, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES (including the reasonableness of the assumptions underlying such estimatesINCLUDING ANY SUPPLEMENTS), projectionsINFORMATION PROVIDED DURING DUE DILIGENCE, forecastsINCLUDING INFORMATION IN THE ELECTRONIC DATA ROOM, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofAND ANY ORAL, or in connection withWRITTEN OR ELECTRONIC RESPONSE TO ANY INFORMATION REQUEST PROVIDED TO BUYER, this AgreementITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, or the transactions contemplated hereby or thereby. Each of ParentWILL CAUSE OR CREATE ANY WARRANTY, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any PersonEXPRESS OR IMPLIED, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesAS TO THE TITLE, CONDITION, VALUE OR QUALITY OF THE TRANSFERRED ASSETS THAT IS NOT SET FORTH HEREIN.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent contained in this Article V (as qualified by the applicable items disclosed 5 and except for any representations and warranties specifically set forth in the Parent Disclosure Schedule in accordance with Section 11.05 Executed Transaction Agreements, Xxxxxx and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), Spinco acknowledge that neither Parent Hanover nor any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to Hanover and its Subsidiaries or otherwise or with respect to any other information provided to Xxxxxx or Spinco, whether on behalf of Hanover or such other Persons. Neither Hanover nor any other Person will have or be subject to any liability or indemnification obligation to Xxxxxx or Spinco or any other Person to the extent resulting from the distribution to Xxxxxx or Spinco, or Xxxxxx or Spinco’s use of, any information related to Hanover and any other information, document or material made available to Xxxxxx or Spinco in certain “data rooms,” management presentations or any other form in connection with the transactions contemplated by this Agreement. (b) In connection with each of Walter’s and Spinco’s investigation of the business of Xxxxxxx, Xxxxxx and Spinco may have received or may receive from or on behalf of Parent Hanover or its SubsidiariesSubsidiaries certain projections or forward-looking statements, their businesses, including projected statements of operating revenues and income from operations, assets, liabilities, financial condition, results . Each of operations, future operating or financial results, Xxxxxx and Spinco acknowledges that there are uncertainties inherent in attempting to make such estimates, projectionsprojections and other forecasts and plans, forecaststhat each of Xxxxxx and Spinco is familiar with such uncertainties, that each of Xxxxxx and Spinco is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans or prospects so furnished to it (including the reasonableness of the assumptions underlying such estimates, projectionsprojections and forecasts), forecastsand that each of Xxxxxx and Spinco, plans in the absence of fraud, shall have no claim against Hanover or prospects) or the accuracy or completeness any Subsidiaries of any information regarding Parent or its Subsidiaries Hanover or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofPerson acting on their behalf with respect thereto. Accordingly, or in connection with, this Agreement or the transactions contemplated hereby. Parent Hanover and its Subsidiaries disclaim any other representations make no representation or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, such estimates, projections, forecasts, forward-looking statements and other forecasts and 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 the Company or its Subsidiaries or any projections and other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco forecasts and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesplans).

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in this Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making makes or has made any representations representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. The Company and its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to Article V) and the certificate delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub The Company specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)5, neither Parent nor any other Person (including either Merger Sub) makes or on behalf of Parent has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Parent Subsidiaries, their businesses, operations, assets, liabilities, condition (financial conditionor 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 Parent or its Subsidiaries or Parent Subsidiaries. In particular, without limiting the foregoing disclaimer, neither Parent nor any other matter furnished Person makes or provided has made any representation or warranty to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by Parent in this Article 5, any oral or written information presented to Company or any of its Affiliates or Representatives in the course of their due diligence of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of Company or any other Person has made or is making any representations or warranties relating to Company whatsoever, express or implied, beyond those expressly given by Company in Article IV (4, including any implied representation or warranty as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesRepresentatives.

No Other Representations and Warranties. Except for Notwithstanding anything herein to the contrary, the representations and warranties made by Parent of Parent, Merger Sub I and Merger Sub II expressly set forth in this Article V (as qualified by IV are and shall constitute the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 sole and the introduction to this Article V) exclusive representations and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has warranties made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or and its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, with this Agreement or the transactions contemplated hereby. Parent Except for the representations and its Subsidiaries disclaim any other representations or warrantieswarranties referred to in previous sentence, whether made by Parent or any none of Parent, its Subsidiaries or any other Person has made or is making any express or implied representations or warranty, statutory or otherwise, of their respective Affiliates any nature, including with respect to any express or Representativesimplied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of Parent and its Subsidiaries. Each Except for the representations and warranties expressly set forth in this Article IV, all other warranties, express or implied, statutory or otherwise, of any nature, including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of Parent and its Subsidiaries, are hereby expressly disclaimed. Parent, Bidco and each Merger Sub acknowledges I and agrees Merger Sub II hereby acknowledge and agree that, except for the representations and warranties made set forth in Article III (in each case as qualified and limited by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cLetter), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf (a) none of the Company or any of its Subsidiaries, or any of its or their businessesrespective Affiliates, stockholders or Representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, assetsincluding with respect to any information provided or made available to the Parent, liabilitiesMerger Sub I, financial conditionMerger Sub II or any of their respective Affiliates, results stockholders or Representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Parent, Merger Sub I, Merger Sub II or any of operationstheir respective Affiliates, future operating stockholders or financial resultsRepresentatives, or any other Person, in connection with this Agreement or the transactions contemplated hereby, and (b) to the fullest extent permitted by law, none of the Company or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other Person, will have or be subject to any liability or other obligation of any kind or nature to the Parent, Merger Sub I, Merger Sub II or any of their respective Affiliates, stockholders or Representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Parent, Merger Sub I, Merger Sub II or any of their respective Affiliates, stockholders or Representatives, or any other Person, or the use by the Parent, Merger Sub I, Merger Sub II or any of their respective Affiliates, stockholders or Representatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other Person, including any information, documents, estimates, projections, forecastsforecasts or other forward-looking information, business 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 the Company or its Subsidiaries or any other matter furnished or material provided to Parent or made available to Parent Parent, Merger Sub I, Merger Sub II or any of their respective Affiliates, stockholders, or Representatives, or any other Person, in any “data rooms,” “virtual data rooms,” management presentations confidential information memoranda or otherwise, in each case in anticipation or contemplation of the Mergers or any other form in expectation of, or in connection with, transaction contemplated by this Agreement, or and (subject to the transactions contemplated hereby or thereby. Each express representations and warranties of the Company set forth in Article III (in each case as qualified and limited by the Company Disclosure Letter)) none of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on I, Merger Sub II or any of their respective Affiliates, stockholders or Representatives, or any other Person, has relied on any such other representations information (including the accuracy or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiescompleteness thereof).

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in or any document, agreement, certificate or other instrument contemplated hereby, none of the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor Parties or any other Person (including either Merger Sub) makes or on behalf of a Parent Party has made any representation or warranty, expressed or implied, at law or in equity, with respect to the Parent Parties or on behalf any of Parent or its Subsidiariestheir respective Affiliates, their respective businesses, operations, assets, liabilities, condition (financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company Parent Parties or its Subsidiaries any of their respective Affiliates. In particular, without limiting the foregoing disclaimer, none of the Parent Parties or any other matter Person on behalf of a Parent Party makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to the Parent Parties, except for the representations and warranties made by the Parent Parties in this Article V or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence of the Parent Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that none of the Company Parties or any other Person on behalf of the Company Parties has made or is making any representations or warranties relating to the Acquired Companies whatsoever, express or implied, beyond those expressly given by the Company Parties in Article IV or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any Acquired Company furnished or provided to Parent or made available to the Parent in Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Montage, New Holdco, Merger Sub 1 or Merger Sub 2 in this Article V IV (as qualified by the applicable items disclosed in the Parent Montage Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article VLetter) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)or any other Transaction Document, neither Parent nor none of Montage, New Holdco, Merger Sub 1, Merger Sub 2 or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, equity with respect to or on behalf of Parent Montage or its the Montage Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent Montage or its the Montage Subsidiaries or any other matter furnished or provided to the Company Marigold or made available to the Company Marigold in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Agreement, any other Transaction Document or the transactions contemplated herebyhereby or thereby. Parent Montage and its the Montage Subsidiaries disclaim any other representations or warranties, whether made by Parent or the Montage Shareholders, Montage, any of its Subsidiaries Montage Subsidiary or any of their respective Affiliates Affiliates, officers, directors, employees, agents or Representatives. Each Except for the representations and warranties contained in this Article IV (as qualified by the applicable items disclosed in the Montage Disclosure Letter) or in any other Transaction Document, Montage and its Affiliates hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Marigold or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Marigold by any director, officer, employee, agent, consultant, or representative of Parentthe Montage Shareholders, Bidco and each Merger Sub Montage, any Montage Subsidiary or any of their respective Affiliates). Marigold acknowledges and agrees that, except for the representations and warranties made by the Company Montage in this Article IV (as qualified by the applicable items disclosed in the Company Montage Disclosure Schedule Letter) or in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)any other Transaction Document, neither the Company Montage nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Montage or the Company or its Montage Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Montage or the Company or its Montage Subsidiaries or any other matter furnished or provided to Parent Marigold or made available to Parent Marigold in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub Marigold specifically disclaims that it is relying on upon or has relied on upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Montage and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Montage or Merger Sub in this Article V IV (as qualified by the applicable items disclosed in the Parent Montage Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article VLetter) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)or any other Transaction Document, neither Parent nor none of Montage, Merger Sub or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, equity with respect to or on behalf of Parent Montage or its the Montage Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent Montage or its the Montage Subsidiaries or any other matter furnished or provided to the Company Marigold or made available to the Company Marigold in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Agreement, any other Transaction Document or the transactions contemplated herebyhereby or thereby. Parent Montage and its the Montage Subsidiaries disclaim any other representations or warranties, whether made by Parent or the Montage Shareholders, Montage, any of its Subsidiaries Montage Subsidiary or any of their respective Affiliates Affiliates, officers, directors, employees, agents or Representatives. Each Except for the representations and warranties contained in this Article IV (as qualified by the applicable items disclosed in the Montage Disclosure Letter) or in any other Transaction Document, Montage and its Affiliates hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Marigold or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Marigold by any director, officer, employee, agent, consultant, or representative of Parentthe Montage Shareholders, Bidco and each Merger Sub Montage, any Montage Subsidiary or any of their respective Affiliates). Marigold acknowledges and agrees that, except for the representations and warranties made by the Company Montage in this Article IV (as qualified by the applicable items disclosed in the Company Montage Disclosure Schedule Letter) or in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)any other Transaction Document, neither the Company Montage nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Montage or the Company or its Montage Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Montage or the Company or its Montage Subsidiaries or any other matter furnished or provided to Parent Marigold or made available to Parent Marigold in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub Marigold specifically disclaims that it is relying on upon or has relied on upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Montage and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by IV or any document, agreement, certificate or other instrument contemplated hereby, none of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor Company Parties or any other Person (including either Merger Sub) makes or on behalf of the Company Parties has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiariesthe Acquired Companies, their respective businesses, operations, assets, liabilities, condition (financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Acquired Companies. In particular, without limiting the foregoing disclaimer, none of the Company or its Subsidiaries Parties or any other matter Person on behalf of the Company Parties makes or has made any representation or warranty to any Parent Party or any of their respective Affiliates or Representatives with respect to the Acquired Companies, except for the representations and warranties made by the Company Parties in this Article IV or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Parent Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the Company Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Company Parties acknowledge and agree that none of the Parent Parties or any other Person on behalf of a Parent Party has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by the Parent Parties in Article V or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any Parent Party furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesParties or their Representatives.

No Other Representations and Warranties. Except for the representations and warranties made by Parent of the Company contained in this Article V (as qualified by Section 5, the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 Company is not making and the introduction to this Article V) has not made, and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any no other Person (including either Merger Sub) makes person is making or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company, any express or implied representation or warranty in connection with this Agreement or the Transactions, and no person is authorized to make any such representation or warranty on behalf of the Company. In connection with the due diligence investigation of the Company by Parent or its Subsidiariesand Merger Sub, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, Parent and Merger Sub have received and may continue to receive from the Company certain estimates, projections, forecastsforecasts and other forward-looking information, plans or prospects as well as certain business plan information, regarding the Company, its subsidiaries and their respective businesses and operations. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Sub are familiar, that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information, business plans or prospects) or the accuracy or completeness of any information regarding cost-related plans), and that Parent or its Subsidiaries or any other matter furnished or provided to and Merger Sub will have no claim against the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Subsidiaries, or any of their respective Affiliates Representatives, or Representativesany other person, with respect thereto. Each of ParentAccordingly, Bidco Parent and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither acknowledge that none of the Company nor any of its subsidiaries, nor any of their respective Representatives, nor any other Person person, has made or is making any representation or has made any representations or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, such estimates, projections, forecasts, forward-looking statements, or business plans or prospects (including except that, to the reasonableness knowledge of the Company, the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans or prospects) or are reasonable in light of circumstances known on the accuracy or completeness date of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties).

No Other Representations and Warranties. Except for the representations and warranties made by Parent Spartan Stores and the Spartan Stores Subsidiaries in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent Spartan Stores nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, warranty with respect to Spartan Stores or on behalf of Parent the Spartan Stores Subsidiaries or its Subsidiaries, their businessesrespective business, operations, assets, liabilities, condition (financial conditionor otherwise) or prospects, results notwithstanding the delivery or disclosure to Xxxx-Xxxxx or any of operations, future operating its Affiliates or financial results, estimatesRepresentatives of any documentation, projections, forecasts, plans estimates, budgets, prospect information or prospects (including the reasonableness other information with respect to any one or more of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated herebyforegoing. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except Except for the representations and warranties made contained in this Article V (as modified or disclosed against by the Company Spartan Stores Disclosure Letter and Spartan Stores SEC Documents), Spartan Stores hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Xxxx-Xxxxx or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Xxxx-Xxxxx by any director, officer, employee, agent, consultant, or representative of Spartan Stores or any of its Affiliates or Representatives). Except for the representations and warranties set forth in Article IV (as qualified by the applicable items disclosed or in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the any certificate to be delivered by the Company pursuant to Section 9.02(c)this Agreement, Spartan Stores hereby acknowledges that neither the Company Xxxx-Xxxxx, nor any of its respective stockholders, directors, officers, employees, Affiliates, advisors, agents or Representatives, nor any other Person Person, has made or is making any other express or has made any representations implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to Xxxx-Xxxxx, its businesses or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 with respect to any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesSpartan Stores.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c9.03(d), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiariesany other members of the Parent Group, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries any other member of the Parent Group or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim each other member of the Parent Group disclaims any other representations or warranties, whether made by any member of the Parent or any of its Subsidiaries Group or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub Parent acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c9.02(d), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub Parent specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties expressly made by Parent and Merger Sub in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)IV, neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its Subsidiaries, the Parent Subsidiaries or their businessesrespective business, operations, assets, liabilities, condition (financial condition, 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 otherwise) or prospects) , notwithstanding the delivery or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided disclosure to the Company or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Parent and Merger Sub acknowledge that in entering into this Agreement, each relied solely upon its independent investigation and analysis and the representations and warranties of the Company and the Company Subsidiaries set forth in Article III and that the Company makes no representation or warranty as to any matter whatsoever except as expressly set forth in this Agreement or in any certificate delivered by the Company to Parent or Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that the Company makes no representation or warranty with respect to (a) any projections, estimates or budgets delivered or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Merger Sub (or any of their respective Affiliates Affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (b) the future business and operations of the Company and its Subsidiaries. Each of Absent fraud, the Company, the Company Subsidiaries, and their respective Affiliates, shareholders, members, and Representatives will have no liability or responsibility based upon any information provided or made available or statements made or omissions therefrom to Parent, Bidco and each Merger Sub acknowledges and agrees thatthe Parent Subsidiaries or their respective Representatives, except for as and only to the representations and warranties made by the Company extent expressly set forth in Article IV this Agreement (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cLetter), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except as otherwise expressly set forth in this Article III (as modified by the Company Disclosure Letter) or the Spin-Off Transaction Agreements, (a) the Company expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the Company or the Company’s assets, and (b) the Company specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to the Company’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, it being understood that such subject assets are being acquired “as is, where is” on the Closing Date, and in their present condition, and Parent and Merger Sub shall rely on their own examination and investigation thereof. Except for the representations and warranties made by Parent contained in this Article V III hereof (as qualified modified by the applicable items disclosed in the Parent Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 prospectsLetter) or the accuracy or completeness Spin-Off Transaction Agreements, the Company hereby disclaims all liability and responsibility, to the fullest extent permitted by Law, for. Without limiting the generality of any information regarding Parent the foregoing, none of the Company or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or nor any of their respective Affiliates Representatives or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making makes a representation or has made any representations warranty to Parent or warranty, expressed or implied, at law or in equity, Merger Sub with respect to (A) any projection or on behalf forecast regarding future results or activities or the probable success or profitability of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans any estimates 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 budgets for the Company or its Subsidiaries or (B) any other matter furnished materials, documents or provided information relating to Parent the Company or its Subsidiaries made available to each of Parent or Merger Sub or their Representatives in any “data roomsroom,” “virtual data rooms,” management presentations confidential memorandum, other offering materials or otherwise, except as expressly and specifically covered by a representation or warranty set forth in Article III or the Spin-Off Transaction Agreements. Except for the representations and warranties contained in Article IV, none of Parent or any of Parent’s Subsidiaries or any of their respective Affiliates, directors, officers, employees, controlling Persons, agents or other Representatives or any other form in expectation ofPerson has made or makes, and the Company hereby disclaims reliance on, any other representation or in connection withwarranty, this Agreementexpress or implied, whether written or the transactions contemplated hereby or thereby. Each oral, on behalf of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on Sub, their respective Subsidiaries or has relied on their respective Affiliates, directors, officers, employees, controlling Persons, agents or other representatives or any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent and Merger Sub in this Article V ARTICLE IV (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 Letter and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cARTICLE IV), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. (b) Each of Parent and Merger Sub acknowledges that it has conducted its own independent investigation and analysis of the Company, its Subsidiaries and their respective businesses, operations, assets, liabilities, results of operations, conditions (financial or otherwise) and prospects and, in making its determination to enter into this Agreement and proceed with the transactions contemplated hereby, it has relied on its own independent investigation. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company contained in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)ARTICLE III, neither the Company nor any other Person is making (i) makes or has made any representations representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial conditionor 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 any other matter or the accuracy or completeness of any information regarding the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (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 any other matter furnished or provided to Parent or made available to Parent or Merger Sub in any “data rooms,” “virtual data rooms,” or management presentations or in any other form in expectation of, or in connection with, this Agreement, Agreement or the transactions contemplated hereby hereby, or thereby(ii) will be liable to Parent or Merger Sub in respect of the accuracy or completeness of any such information. Each of ParentParent and Merger Sub, Bidco on behalf of itself and each its Affiliates, hereby expressly waives any claim it may have relating to the foregoing matters. Each of Parent and Merger Sub specifically disclaims that it is relying on upon or has relied on upon, or is entitled to rely upon, any such other representations or warranties that may have been made by any PersonPerson or any such information, and acknowledges and agrees that the Company and its Affiliates Subsidiaries have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent the Company in this Article V IV (as qualified by the applicable items disclosed in the Parent Company Disclosure Schedule in accordance with Section 11.05 10.05 and the introduction to this Article VIV) and in the certificate to be delivered by Parent the Company pursuant to Section 9.03(c8.02(c), neither Parent the Company nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or any of its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. The Company and its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 10.05 and the introduction to Article V) and the certificate to be delivered by Parent pursuant to Section 8.03(d), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or any of its Subsidiaries or any other matter furnished or provided to Parent or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub The Company specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Parent and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding anything to the contrary, the foregoing acknowledgment and agreement shall not limit, in any way, the representations or warranties made by the Company in this Article IV or the rights of Parent and Merger Sub in the event of actual and intentional fraud.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in Each of the Parent Disclosure Schedule in accordance with Section 11.05 and Merger Sub has conducted its own independent review and analysis of the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businessesbusiness, operations, assets, Intellectual Property, technology, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or condition and prospects (including the reasonableness of the assumptions underlying such estimatesCompany and acknowledges 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 the Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, projections, forecasts, plans or prospects) or and none of the accuracy or completeness of any information regarding Parent or its Subsidiaries Merger Sub has relied upon, any express or any other matter furnished implied representation or provided warranty with respect to the Company or made available any Company Subsidiary or with respect to any other information provided to the Company in any “data rooms,” “virtual data rooms,” management presentations Parent or in any other form in expectation of, or Merger Sub in connection with, this Agreement or with the transactions contemplated hereby. Parent by this Agreement including the accuracy, completeness or currency thereof other than the representations and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representativeswarranties contained in Article 3. Each of Parent, Bidco the Parent and each Merger Sub acknowledges and agrees that, except for to the representations and warranties made fullest extent permitted by applicable Law, the Company and the Company Subsidiaries, and their respective affiliates, stockholders, controlling persons or Company Representatives shall not have any liability or responsibility whatsoever to the Parent, Merger Sub, any Parent Subsidiary, or their respective affiliates, stockholders, controlling persons or Parent Representatives on any basis (including in Article IV 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, affiliates, stockholders, controlling persons or Parent Representatives, except as and only to the extent expressly set forth in this Agreement (as qualified by the applicable items disclosed Company Disclosure Schedule), other than in the case intentional misrepresentation of material facts constituting common law fraud under applicable Law. Notwithstanding the foregoing, nothing herein is intended to relieve any Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, Representative from liability with respect to any contractual or on behalf of other obligation it has to the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results any 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or which pre-existed the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesrelated processes.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 10.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c8.03(d), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or any of its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 10.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c8.02(d), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or any of its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco Parent and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Notwithstanding anything to the contrary, the foregoing acknowledgment and agreement shall not limit, in any way, the representations or warranties made by Parent and Merger Sub in this Article V or the rights of the Company in the event of actual and intentional fraud.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Mercury, New Holdco, Merger Sub 1 or Merger Sub 2 in this Article V IV (as qualified by the applicable items disclosed in the Parent Mercury Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article VLetter) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)or any other Transaction Document, neither Parent nor none of Mercury, New Holdco, Merger Sub 1, Merger Sub 2 or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, equity with respect to or on behalf of Parent Mercury or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent Mercury or its Subsidiaries or any other matter furnished or provided to the Company Xxxxx or made available to the Company Xxxxx in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Agreement, any other Transaction Document or the transactions contemplated herebyhereby or thereby. Parent Mercury and its the Mercury Subsidiaries disclaim any other representations or warranties, whether made by Parent or the Mercury Shareholders, Mercury, any of its Subsidiaries Mercury Subsidiary or any of their respective Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article IV (as qualified by the applicable items disclosed in the Mercury Disclosure Letter), Mercury and its Affiliates hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Xxxxx or its Affiliates or Representativesrepresentatives (including any opinion, information, projection, or advice that may have been or may be provided to Xxxxx by any director, officer, employee, agent, consultant, or representative of the Mercury Shareholders, Mercury, any Mercury Subsidiary or any of their respective Affiliates). Each of Parent, Bidco and each Merger Sub Xxxxx acknowledges and agrees that, except for the representations and warranties made by the Company Mercury in this Article IV (as qualified by the applicable items disclosed in the Company Mercury Disclosure Schedule Letter) or in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)any other Transaction Document, neither the Company Mercury nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company Mercury or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company Mercury or its Subsidiaries or any other matter furnished or provided to Parent Xxxxx or made available to Parent Xxxxx in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub Xxxxx specifically disclaims that it is relying on upon or has relied on upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Mercury and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent of the Vendor set forth in this Article V (Section 5.1 or any certificate delivered pursuant to this Agreement, the Purchased Shares are sold “as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 is” and “where is” and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)Vendor expressly disclaims any representations or warranties of any kind or nature, neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed express or implied, at law as the liabilities, operations, title, condition, value or in equityquality of the assets of the Corporation and the M2M Project Phase 1 Entities, or the prospects (financial and otherwise), risks and other incidences of ownership of the Purchased Shares, the Corporation and the M2M Project Phase 1 Entities, , the Properties, the assets of and the business of the Corporation and the M2M Project Phase 1 Entities, and the Vendor specifically disclaims any representations or warranties of merchantability, usage, or suitability of fitness for any particular purpose with respect to the Properties and the assets of the Corporation and the M2M Project Phase 1 Entities, or on behalf any part thereof, or as to the workmanship thereof, or the absence of Parent any defects therein, whether latent or its Subsidiariespatent, their businessesor compliance with environmental requirements, or as to the condition of the Properties and the assets of the Corporation and the M2M Project Phase 1 Entities, or any part thereof, in each case, except as expressly set forth in this Agreement. Except as otherwise expressly provided in this Agreement or any certificate delivered by the Vendor pursuant to this Agreement, the Vendor further specifically disclaims any representations or warranties regarding the absence of hazardous substances or environmental liability or potential environmental liability. No material or information provided by or communications made by the Vendor, the Corporation and the M2M Project Phase 1 Entities, or any other person, including information provided during due diligence, including information in any data room, and any oral, written or electronic response to any information request provided to the Purchaser, will cause or create any warranty, express or implied, as to the liabilities, operations, assetstitle, liabilities, financial condition, results value or quality of operations, future operating the assets or financial results, estimates, projections, forecasts, plans or the prospects (including financial or otherwise), risks and other incidents of ownership, the reasonableness Purchased Shares, the Properties, the assets and the business of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or Corporation and the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company M2M Project Phase 1 Entities that is not expressly set forth in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or any certificate delivered pursuant to this Agreement. The representations and warranties of the Vendor set forth in this Section 5.1 and any certificate delivered by the Vendor pursuant to this Agreement constitute the sole and exclusive representations and warranties of the Vendor in connection with the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent and Merger Sub in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)5, neither Parent nor none of Parent, Merger Sub or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent Parent, Merger Sub or its their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries (including Merger Sub) or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated herebyTransactions. Without limiting the generality of the foregoing, Parent and its Subsidiaries (including Merger Sub) expressly disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries (including Merger Sub) or any of their respective Affiliates or Representatives. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedule Letter in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c4), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, Agreement or the transactions contemplated hereby Transactions. The representations and warranties made by the Company in Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Letter in accordance with the introduction to Article 4) constitute the sole and exclusive representations and warranties of the Company in connection with this Agreement or therebythe Transactions. Each of Parent, Bidco Parent and each Merger Sub specifically disclaims that it is relying on upon or has relied on upon any such other representations or warranties that may have been made by any PersonPerson or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or Merger Sub or made available to Parent or Merger Sub in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantieswarranties or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or Merger Sub or made available to Parent or Merger Sub in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in this Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c9.02(d), neither the Company nor any other Person is making makes or has made any representations representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. The Company and its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with the introduction to Article V) and the certificate delivered by Parent pursuant to Section 9.03(d), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of any member of the Parent Group, their businesses, operations, assets, liabilities, financial condition, 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 any member of the Parent Group or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub The Company specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Parent and its their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. (a) Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)4, neither Parent REIT I nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to REIT I or on behalf of Parent or its Subsidiariesany REIT I Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial conditionor 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 Parent or its Subsidiaries REIT I or any other matter furnished or provided to REIT I Subsidiary. In particular, without limiting the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in foregoing disclaimer, neither REIT I nor any other form in expectation of, Person makes or in connection with, this Agreement has made any representation or the transactions contemplated hereby. Parent and its Subsidiaries disclaim warranty to any other representations or warranties, whether made by Parent or any of its Subsidiaries REIT II Party or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by the Company REIT I Parties in this Article IV (as qualified by 4, any oral or written information presented to the applicable items disclosed REIT II Parties or any of their respective Affiliates or Representatives in the Company Disclosure Schedule in accordance with Section 11.05 and course of their due diligence of the introduction to Article IV) and REIT I Parties, the negotiation of this Agreement or in the certificate course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, the REIT I Parties acknowledge and agree that neither the Company REIT II nor any other Person has made or is making or has made any representations or warrantywarranties relating to the REIT II Parties whatsoever, expressed express or implied, at law beyond those expressly given by any REIT II Party in Article 5, including any implied representation or in equity, with respect warranty as to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter REIT II Party furnished or provided to Parent or made available to Parent the REIT I Parties or any of their respective Representatives. (b) None of the REIT I Parties or REIT I Advisor has Knowledge of (i) any breach or inaccuracy of the representations and warranties of REIT II contained in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, (ii) any breach or the transactions contemplated hereby noncompliance by REIT II of or thereby. Each with any of Parentits covenants, Bidco and each Merger Sub specifically disclaims agreements or other obligations under this Agreement or (iii) any facts or circumstances that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesconstitute a REIT II Material Adverse Effect.

No Other Representations and Warranties. Except for (a) Each of Parent and Merger Sub has conducted its own independent review and analysis of the representations Company and warranties made by its Subsidiaries and their respective businesses. Each of Parent in this Article V (as qualified by and Merger Sub acknowledges that neither the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent Company nor any other Person (including either on behalf of the Company makes, and none of Parent or Merger Sub) makes Sub has relied upon, any express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or with respect to any of their respective Affiliates other information provided to Parent or RepresentativesMerger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 3. Each of Parent, Bidco Parent and each 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 shall not have any liability or responsibility whatsoever to Parent, Merger Sub, 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, or any of their respective affiliates, stockholders, controlling Persons or Representatives, except as and only to the extent expressly set forth in Article 3. Each of Parent and Merger Sub acknowledges and agrees that it has been furnished with, or given access to, all information and materials relating to the Company and its Subsidiaries that it has requested and representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries. (b) Except for the representations and warranties made by the Company contained in this Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)4, neither the Company Parent, Mxxxxx Sub nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating Merger Sub makes any express or financial results, estimates, projections, forecasts, plans implied representation or prospects (including warranty with respect to the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans Parent or prospects) Merger Sub or the accuracy or completeness of with respect to any other information regarding provided to the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or with the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesTransactions.

No Other Representations and Warranties. Except for the representations and warranties made by Parent set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor its Subsidiaries nor any other Person (including either Merger Sub) makes or has made any express or implied representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any of Parent’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise) or with respect to any other matter furnished or information provided to the Company Partnership in connection with the Mergers or the other transactions contemplated hereby. Without limiting the generality of the foregoing (except to the extent expressly stated in the representations and warranties set forth in this Article V), neither Parent nor its Subsidiaries nor any other Person will have or be subject to any liability or other obligation to the Partnership or any other Person resulting from the distribution to the Partnership (including its respective Representatives), or the Partnership’s (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts or other material made available to the Company Partnership in any certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection withwith , this Agreement the Mergers or the other transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except Except for the representations and warranties made by set forth in this Article V, the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub Partnership specifically disclaims that it is relying on upon or has relied on upon any such other representations or warranties that may have been made by any Personwarranties, and acknowledges and agrees that Parent and the Company and its Affiliates Merger Subs have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person. The Partnership specifically disclaims any obligation or duty by Parent or either Merger Sub to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties.warranties set forth in Article V.

No Other Representations and Warranties. Except for the representations and warranties made by Parent expressly set forth in this Article V 3 (as qualified by modified by, and subject to, the applicable items disclosed in the Parent Company Disclosure Schedule in accordance Schedules with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(crespect thereto), neither Parent nor and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person (including either Merger Sub) makes or acting on their behalf has made or is making any express or implied representation or warranty, expressed warranty of any nature to Buyer or impliedits Affiliates, at law or in equity, with respect to matters relating to the Holders, the Holders’ Representative, the Company or on behalf of Parent or its Subsidiariesany Company Subsidiary, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries respective businesses or any other matter furnished or provided related to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or with the transactions contemplated hereby. Parent , and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been are hereby expressly disclaimed. Without limiting the generality of the foregoing, none of the Holders, the Holders’ Representative, the Company or any Company Subsidiary or any other Person acting on their behalf has made by or is making any Personrepresentation or warranty with respect to (i) any projections, and acknowledges and agrees that estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Affiliates have specifically disclaimed any Company Subsidiary or (ii) any other information or documents made available to Buyer or their counsel, accountants or advisors with respect to the Company, any Company Subsidiary or their respective businesses or operations, except as expressly set forth in Article 3 (as modified by, and do hereby specifically disclaim subject to, the Company Disclosure Schedules with respect thereto), or as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. The Company acknowledges that the Buyer has relied on each representation and warranty set forth in Article 3 (as modified by, and subject to, the Company Disclosure Schedule with respect thereto), and as set forth in any certificate delivered, or other representations and warrantiesagreement entered into by any such Persons, in connection herewith.

No Other Representations and Warranties. (a) Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)5, neither Parent REIT II nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to REIT II or on behalf of Parent or its Subsidiariesany REIT II Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial conditionor 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 Parent or its Subsidiaries REIT II or any other matter furnished or provided to REIT II Subsidiary. In particular, without limiting the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in foregoing disclaimer, neither REIT II nor any other form in expectation of, Person makes or in connection with, this Agreement has made any representation or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent warranty to REIT I or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by the Company REIT II Parties in this Article IV (as qualified by the applicable items disclosed 5, any oral or written information presented to REIT I or any of its Affiliates or Representatives in the Company Disclosure Schedule in accordance with Section 11.05 and course of their due diligence of the introduction to Article IV) and REIT II Parties, the negotiation of this Agreement or in the certificate course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, the REIT II Parties acknowledge and agree that neither the Company REIT I nor any other Person has made or is making or has made any representations or warrantywarranties relating to REIT I whatsoever, expressed express or implied, at law beyond those expressly given by REIT I in Article 5, including any implied representation or in equity, with respect warranty as to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter REIT I furnished or provided to Parent or made available to Parent the REIT II Parties or any of their respective Representatives. (b) None of the REIT II Parties nor REIT II Advisor has Knowledge of (i) any breach or inaccuracy of the representations and warranties of REIT I contained in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, (ii) any breach or the transactions contemplated hereby noncompliance by REIT I of or thereby. Each with any of Parentits covenants, Bidco and each Merger Sub specifically disclaims agreements or other obligations under this Agreement or (iii) any facts or circumstances that it is relying on constitute or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantieswould reasonably be expected to result in a REIT I Material Adverse Effect.

No Other Representations and Warranties. (a) Except for the representations and warranties made by of Parent and Merger Sub expressly set forth in this Article V IV (as qualified by the applicable items disclosed Company Disclosure Letter) or in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction a certificate delivered pursuant to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)Agreement, neither Parent nor none of Parent, Merger Sub or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or person on behalf of Parent or its SubsidiariesMerger Sub makes any express or implied representation and warranty, their businesses, operations, assets, liabilities, financial condition, 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 with respect to Parent or its Subsidiaries Merger Sub or with respect to any other matter furnished or information provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco Representatives in connection with the transactions contemplated hereby. (b) Parent and each Merger Sub acknowledges acknowledge and agrees agree that, except for the representations and warranties made expressly set forth in Article III (as qualified by the Company Disclosure Letter), the Written Consent or in a certificate delivered pursuant to this Agreement, (1) none of the Company or any of its affiliates is making and none of them has made any representations or warranties, express or implied, relating to itself or its business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise in connection with the transactions contemplated by this Agreement, including the Merger, and none of Parent, Merger Sub or their respective affiliates or representatives is relying on any representation or warranty of the Company or any of its affiliates except for those expressly set forth in Article III (as qualified by the Company Disclosure Letter), the Written Consent and in a certificate delivered pursuant to this Agreement and (2) no person has been authorized by the Company or any of its affiliates to make any representation or warranty relating to the Company or any of its affiliates or their respective businesses or otherwise in connection with the transactions contemplated by this Agreement, including the Merger, and if made, such representation or warranty has not been and shall not be relied upon by Parent or Merger Sub. Except as otherwise expressly provided in this Agreement and to the extent any such information is expressly included in a representation or warranty contained in Article IV (as qualified by the applicable items disclosed in Company Disclosure Letter), the Company Disclosure Schedule agrees and acknowledges that, in accordance connection with Section 11.05 the Merger and the introduction to Article IV) and in the certificate to be delivered other transactions contemplated by the Company pursuant to Section 9.02(c)this Agreement, neither the Company Parent or Merger Sub nor any other Person is making person will have or has made be subject to any representations liability or warranty, expressed or implied, at law or in equity, with respect obligation to or on behalf of the Company or its Subsidiariesany other Company Representative resulting from the distribution or failure to distribute to the Company, their businessesor the Company’s use of, operationsany such information, assetsincluding any information, liabilitiesdocuments, financial condition, results of operations, future operating or financial resultsprojections, estimates, projectionsforecasts or other material, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent the Company in any “data rooms,” “virtual data rooms,” format in connection with the Merger or management presentations or in any other form in expectation of, or in connection with, this Agreement, or of the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesthis Agreement.

No Other Representations and Warranties. (a) Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in IV, none of the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)Parties, neither Parent nor any of their Affiliates or any other Person (including either Merger Sub) makes or person on behalf of the Parent Parties has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its any of the Parent Subsidiaries, their respective businesses, operations, assets, liabilities, financial condition, 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 with respect to the accuracy or completeness of any information regarding Parent or its Subsidiaries the Parent Subsidiaries. (b) Except for the representations or warranties expressly set forth in Article III, each of the Parent Parties agrees that none of the Company Parties, any of their Affiliates or any other matter furnished or provided to person on behalf of the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or Parties has made any representations representation or warranty, expressed or implied, at law or in equity, with respect to the Company or on behalf any of the Company or its Subsidiaries, their respective businesses, operations, assets, liabilities, financial condition, 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 with respect to the accuracy or completeness of any information regarding the Company or its Subsidiaries the Company Subsidiaries, and none of the Parent Parties, any of their Affiliates or any other matter furnished or provided to person on behalf of the Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or Parties has relied on any such other representations representation or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantieswarranty except for those expressly set forth in Article III.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the ‎ARTICLE 4, none of Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)or Merger Sub, neither Parent nor any of their respective affiliates or any other Person (including either on behalf of Parent or Merger Sub) Sub makes any express or has made any implied representation or warranty, expressed or impliedwarranty of any kind whatsoever, at law Law or in equity, with respect to or on behalf of Parent Group Member, Parent or its Subsidiaries, Merger Sub or their respective businesses, operations, assets, liabilities, conditions (financial condition, results of operations, future operating or financial resultsotherwise) or with respect to any other information (including projections, estimates, projectionsforecasts or budgets) provided, forecastsor made available, plans to the Company or prospects (its Representatives or affiliates in connection with the Transactions, including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent thereof, notwithstanding the delivery or its Subsidiaries or any other matter furnished or provided disclosure to the Company or any of its affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the foregoing, none of Parent Group Member, Parent, Merger Sub or any other Person will have or be subject to any liability or other obligation to the Company or its Representatives or affiliates or any other Person resulting from the Company’s or its Representatives’ or affiliates’ use of any information, documents, or other material made available to the Company or its Representatives or affiliates, in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofconnection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in connection withthis ‎‎ARTICLE 4. (b) Notwithstanding anything to the contrary contained in this Agreement, this Agreement or the transactions contemplated hereby. Parent Group Member, Parent and its Subsidiaries disclaim Merger Sub each acknowledges and agrees that (i) neither the Company, nor any other representations affiliate or warrantiesRepresentative of the Company, whether has made by Parent or is making any representation or warranty relating to the Company or any of its Subsidiaries whatsoever, express or any of their respective Affiliates or Representatives. Each of Parentimplied, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made beyond those expressly given by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 ARTICLE 3 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c6.2(d), neither the Company nor including any other Person is making implied representation or has made any representations or warranty, expressed or implied, at law or in equity, with respect warranty as to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofGroup Member, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub or any of their Representatives, (ii) all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaims that it disclaimed by the Company, and (iii) neither Parent Group Member, Parent nor Merger Sub is relying on or has relied on any such other representations representation or warranties that may have been made warranty not set forth in ARTICLE 3 and the certificate delivered by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiespursuant to Section 6.2(d).

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)4, neither Parent Company nor any other Person (including either Merger Sub) makes or on behalf of Company has made any representation or warranty, expressed or implied, at law or in equity, with respect to Company or on behalf of Parent or its Company Subsidiaries, their businesses, operations, assets, liabilities, condition (financial conditionor 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 Parent Company or its Subsidiaries or Company Subsidiaries. In particular, without limiting the foregoing disclaimer, neither Company nor any other matter furnished Person makes or provided has made any representation or warranty to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by the Company in this Article IV (as qualified by the applicable items disclosed 4, any oral or written information presented to Parent or any of its Affiliates or Representatives in the Company Disclosure Schedule in accordance with Section 11.05 and course of their due diligence of Company, the introduction to Article IV) and negotiation of this Agreement or in the certificate course of the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to be delivered by the contrary, Company pursuant to Section 9.02(c), neither the Company nor acknowledges and agrees that none of Parent or any other Person is making or has made or is making, and Company has not relied on, any representations or warrantywarranties relating to Parent whatsoever, expressed express or implied, at law beyond those expressly given by Parent in Article 5, including any implied representation or in equity, with respect warranty as to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter Parent furnished or provided to Parent or made available to Parent in Company or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesRepresentatives.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent and Merger Sub in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)IV, neither Parent Parent, Merger Sub nor any other Person (including either Merger Sub) person makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its Subsidiaries, Merger Sub or their respective businesses, operations, assets, liabilities, condition (financial condition, 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 otherwise) or prospects) or the accuracy or completeness , and each of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries Merger Sub hereby disclaim any such other representations or warranties. In particular, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatwithout limiting the foregoing disclaimer, except for the representations and warranties made by the Parent and Merger Sub in this Article IV, neither the Parent, Merger Sub nor any other person makes or has made any representation or warranty to the Company in Article IV or any of its Affiliates or Representatives with respect to (as qualified by i) any financial projection, forecast, estimate, budget or prospect information relating to the applicable items disclosed Parent, Merger Sub or their respective businesses or operations, or (ii) any oral or written information presented to the Company or its Affiliates or Representatives in the Company Disclosure Schedule in accordance with Section 11.05 course of their due diligence investigation of the Parent and Merger Sub, the introduction to Article IV) and negotiation of this Agreement or in the certificate course of the transactions contemplated hereby, including the Merger. (b) Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person person has made or is making or has made any representations or warrantywarranties whatsoever, expressed express or implied, at law or in equity, with respect to or on behalf of beyond those expressly given by the Company in Article III hereof, including any implied representation or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges and agrees that it is relying on or has relied on any such other no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospects that may have been made by available to Parent, Merger Sub or any Person, and acknowledges and agrees that the Company and its of their respective Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesor Representatives.

No Other Representations and Warranties. (a) Except for (i) the representations and warranties made contained in Article IV, (ii) in connection with any information supplied by Parent in this Article V (as qualified by the applicable items disclosed TCM for inclusion in the Parent Disclosure Schedule in accordance with Section 11.05 Form S-4 and (iii) the introduction to this Article V) representations and warranties contained in the certificate to be delivered by Parent pursuant to Section 9.03(c)Xxxx Side Letter, the Company acknowledges that neither Parent TCM nor any other Person (including either Merger Sub) person makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to TCM or its subsidiaries, the business of TCM and its subsidiaries or otherwise or with respect to any other information provided to the Company, whether on behalf of TCM or such other persons, including the success or profitability of the ownership, use or operation of the business of TCM and its subsidiaries Business after the Closing. (b) In connection with the Company's investigation of the Assets and the business of TCM and its subsidiaries, the Company may have received or may receive from or on behalf of Parent TCM or its Subsidiariessubsidiaries certain projections or forward-looking statements, their businesses, including projected statements of operating revenues and income from operations, assets, liabilities, financial condition, results of operations, future operating or financial results, . The Company acknowledges that there are uncertainties inherent in attempting to make such estimates, projectionsprojections and other forecasts and plans, forecaststhat the Company is familiar with such uncertainties, plans or prospects (including that the reasonableness Company is taking full responsibility for making its own evaluation of the assumptions underlying adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, and that the Company, in the absence of fraud, or except as provided in the next sentence, shall have no claim against TCM or any of its subsidiaries or any other person acting on their behalf with respect thereto whether before or after the execution and delivery of this Agreement or the Closing Date. Accordingly, neither TCM nor its subsidiaries make any representation or warranty with respect to such estimates, projections, forecastsforward-looking statements and other forecasts and plans, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent except that TCM and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction subsidiaries had a reasonable basis to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying make such estimates, projections, forecastsforward-looking statements and other forecasts and plans. Notwithstanding the preceding sentence, plans or prospectsnothing in this Section 3.24(b) or shall be construed to limit the accuracy or completeness representations and warranties of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent set forth in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofSections 3.06, or in connection with3.07, this Agreement3.09, or the transactions contemplated hereby or thereby. Each of Parent, Bidco 3.10 and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties3.18.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent of the Company expressly set forth in this Article V III (as qualified by the applicable items disclosed Company Disclosure Letter), Written Consent or in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction a certificate delivered pursuant to this Article V) and in Agreement, none of the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor Company or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or person on behalf of Parent the Company makes any express or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating implied representation 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 Parent or its Subsidiaries or any other matter furnished or provided warranty with respect to the Company or made available with respect to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofinformation provided to Parent, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Merger Sub or any of their respective Affiliates Subsidiaries or Representatives. Each of Parent, Bidco and each Merger Sub Representatives in connection with the transactions contemplated hereby. (b) Company acknowledges and agrees that, except for the representations and warranties made by the Company expressly set forth in Article IV (as qualified by the applicable items disclosed Company Disclosure Letter) or in a certificate delivered pursuant to this Agreement, (1) none of Parent, Merger Sub or any of their respective affiliates is making and none of them has made any representations or warranties, express or implied, relating to itself or its business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise in connection with the transactions contemplated by this Agreement, including the Merger, and none of the Company or any of its affiliates or representatives is relying on any representation or warranty of Parent, Merger Sub or any of their respective affiliates except for those expressly set forth in Article IV (as qualified by the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IVLetter) and (2) no person has been authorized by Parent, Merger Sub or any of their respective affiliates to make any representation or warranty relating to Parent, Merger Sub or any of their respective affiliates or their respective businesses or otherwise in connection with the certificate transactions contemplated by this Agreement, including the Merger, and if made, such representation or warranty has not been and shall not be relied upon by the Company. Except as otherwise expressly provided in this Agreement and to be delivered the extent any such information is expressly included in a representation or warranty contained in Article III (as qualified by the Company pursuant to Section 9.02(cDisclosure Letter), Parent and Merger Sub agree and acknowledge that, in connection with the Merger and the other transactions contemplated by this Agreement, neither the Company nor any other Person is making person will have or has made be subject to any representations liability or warrantyobligation to Parent, expressed Merger Sub or impliedany other Representative of Parent or Merger Sub resulting from the distribution or failure to distribute to Parent or Merger Sub, at law or in equitythe use by Parent or Merger Sub of, with respect to or on behalf of the Company or its Subsidiariesany such information, their businessesincluding any information, operationsdocuments, assets, liabilities, financial condition, results of operations, future operating or financial resultsprojections, estimates, projectionsforecasts or other material, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent or Merger Sub in any “data rooms,” “virtual data rooms,” format in connection with the Merger or management presentations or in any other form in expectation of, or in connection with, this Agreement, or of the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.this Agreement

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent contained in Article 3 and in this Article V (as qualified by the applicable items disclosed 4 and except for any representations and warranties specifically set forth in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)other Transaction Agreements, Del Monte acknowledges that neither Parent Heinz nor Spinco nor any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to Spinco or its Subsidiaries, the Spinco Business or otherwise or with respect to any other information provided to Del Monte, whether on behalf of Heinz, Spinco or such other Persons, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the use of the Spinco Assets and the assets of the Spinco Business and the operation of the Spinco Business after the Closing in any manner or (iii) the success or profitability of the ownership, use or operation of the Spinco Business after the Closing. Neither Heinz, Spinco nor any other Person will have or be subject to any liability or indemnification obligation to Del Monte or any other Person to the extent resulting from the distribution to Del Monte, or Del Monte's use of, any information related to the Spinco Business and any other information, document or material made available to Del Monte in certain "data rooms," management presentations or any other form in connection with the transactions contemplated by this Agreement and the other Transaction Agreements. (b) In connection with Del Monte's investigation of the Spinco Business, Del Monte may have received or may receive from or on behalf of Parent Heinz, Spinco or its Subsidiariesany of their respective Subsidiaries certain projections or forward-looking statements, their businesses, including projected statements of operating revenues and income from operations, assets, liabilities, financial condition, results of operations, future operating or financial results, . Del Monte acknowledges that there are uncertainties inherent in attempting to make such estimates, projectionsprojections and other forecasts and plans, forecaststhat Del Monte is familiar with such uncertainties, that Del Monte is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans or prospects so furnished to it (including the reasonableness of the assumptions underlying such estimates, projectionsprojections and forecasts), forecastsand that Del Monte, plans or prospects) or in the accuracy or completeness absence of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation offraud, or in connection withshall have no claim against Heinz, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Spinco or any of their respective Affiliates Subsidiaries or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making acting on their behalf with respect thereto. Accordingly, neither Heinz, Spinco nor their respective Subsidiaries make any representation or has made any representations or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, such estimates, projections, forecasts, forward-looking statements and other forecasts and 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 the Company or its Subsidiaries or any projections and other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco forecasts and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesplans).

No Other Representations and Warranties. Except for The representations and warranties set forth in the Collaboration and License Agreement and this Section 3 are the only representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, Company with respect to or on behalf of Parent or its Subsidiariesthe Company, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries and the Shares or any other matter furnished relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Agreement or provided the Collaboration and License Agreement, (a) the Company is selling and transferring the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Shares or any other matter relating to the transactions contemplated by this Agreement, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the business of the Company and its Subsidiaries after the Closing in any manner, or (iii) the probable success or profitability of the business of the Company and its Subsidiaries after the Closing, and (b) neither the Company or any of its Affiliates, nor any of their respective stockholders, directors, officers, employees or agents 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 its Representatives of, or the Purchaser’s use of, any information relating to the Company or any of its Affiliates, including any descriptive memoranda, summary business descriptions, financial forecasts, projections or models, or any information, documents or material made available to the Company Purchaser or its Affiliates or Representatives, whether orally or in any writing, in management presentations, functional “data rooms,break-out” “virtual data rooms,” management presentations discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of, or in connection with, this Agreement or of the transactions contemplated herebyby this Agreement. Parent The Company acknowledges that except as set forth in the Collaboration and its Subsidiaries disclaim License Agreement and Section 4, neither the Purchaser nor the G42 Counterparty nor any other representations director, officer, employee, agent or warrantiesRepresentative of the Purchaser or the G42 Counterparty makes any representation or warranty, whether made either express or implied, concerning the transactions contemplated by Parent or any of its Subsidiaries or any of their respective Affiliates or Representativesthis Agreement. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for Nothing in this Section 3.22 will affect the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 Collaboration and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this License Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. (a) Except for (i) the representations and warranties made by Parent contained in this Article V III and (as qualified by the applicable items disclosed ii) in the Parent Disclosure Schedule in accordance connection with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made supplied by the Company in Article IV (as qualified by the applicable items disclosed for inclusion in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)Form S-4, TCM acknowledges that neither the Company nor any other Person is making person makes any express or has made any representations implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to the Company or its subsidiaries, the business of the Company and its subsidiaries or otherwise or with respect to any other information provided to TCM, whether on behalf of the Company or such other persons, including the success or profitability of the ownership, use or operation of the business of the Company and its subsidiaries after the Closing. (b) In connection with TCM's investigation of the Assets and the business of the Company and its subsidiaries, TCM may have received or may receive from or on behalf of the Company or its Subsidiariessubsidiaries certain projections or forward-looking statements, their businesses, including projected statements of operating revenues and income from operations, assets, liabilities, financial condition, results of operations, future operating or financial results, . TCM acknowledges that there are uncertainties inherent in attempting to make such estimates, projectionsprojections and other forecasts and plans, forecaststhat TCM is familiar with such uncertainties, plans or prospects (including the reasonableness that TCM is taking full responsibility for making its own evaluation of the assumptions underlying adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, and that TCM, in the absence of fraud, or except as provided in the next sentence, shall have no claim against the Company or any of its subsidiaries or any other person acting on their behalf with respect thereto whether before or after the execution and delivery of this Agreement or the Closing Date. Accordingly, neither the Company nor its subsidiaries make any representation or warranty with respect to such estimates, projections, forecastsforward-looking statements and other forecasts and plans, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees except that the Company and its Affiliates have specifically disclaimed subsidiaries had a reasonable basis to make such estimates, projections, forward-looking statements and do hereby specifically disclaim any such other forecasts and plans. Notwithstanding the foregoing, nothing in this Section 4.23(b) shall be construed to limit the representations and warrantieswarranties of TCM contained in Sections 4.07, 4.08, 4.10, 4.11 and 4.18.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)5, neither Parent nor any other Person (including either Merger Sub) makes or on behalf of Parent has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Parent Subsidiaries, their businesses, operations, assets, liabilities, condition (financial conditionor 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 Parent or its Subsidiaries or Parent Subsidiaries. In particular, without limiting the foregoing disclaimer, neither Parent nor any other matter furnished Person makes or provided has made any representation or warranty to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by Parent in this Article 5, any oral or written information presented to Company or any of its Affiliates or Representatives in the course of their due diligence of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of Company or any other Person has made or is making, and Parent has not relied on, any representations or warranties relating to Company whatsoever, express or implied, beyond those expressly given by Company in Article IV (4, including any implied representation or warranty as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesRepresentatives.

No Other Representations and Warranties. Except for the representations and warranties made by Parent and Merger Sub in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent Parent, Merger Sub nor any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its SubsidiariesParent, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Merger Sub or any of their respective Affiliates Subsidiaries or Representatives. Each of Parenttheir respective businesses, Bidco assets, operations, liabilities, condition (financial or otherwise) or prospects, and each of Parent and Merger Sub acknowledges and agrees thathereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Article V, neither Parent, Merger Sub nor any other Person makes or has made any representation or warranty to the Company in Article IV or any of its Representatives, with respect to (as qualified by i) any financial projection, forecast, estimate, budget or prospective information relating to Parent, any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the applicable items disclosed Company or any of its Representatives in the Company Disclosure Schedule in accordance with Section 11.05 course of its due diligence investigation of Parent, the negotiation of this Agreement or the Related Agreements or the consummation of the Merger and the introduction other transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Parent, Merger Sub nor any other Person will have any liability to Article IV) and the Company or any other Person in respect of such information, including any subsequent use of such information, except in the certificate case of fraud. Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person has made or is making or has made any representations or warrantywarranties whatsoever, expressed express or implied, at law or in equity, with respect to or on behalf of beyond those expressly made by the Company in Article IV, including any implied representation or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 warranty as to the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesof their respective Representatives.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by or any document, agreement, certificate or other instrument contemplated hereby, none of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor REIT II Parties or any other Person (including either Merger Sub) makes or on behalf of a REIT II Party has made any representation or warranty, expressed or implied, at law or in equity, with respect to the REIT II Parties or on behalf of Parent or its Subsidiariesany other REIT II Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries REIT II Parties or any other matter REIT II Subsidiary. In particular, without limiting the foregoing disclaimer, none of the REIT II Parties or any other Person on behalf of a REIT II Party makes or has made any representation or warranty to any REIT III Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the REIT II Parties in this Article V or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the REIT III Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the REIT II Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the REIT II Parties acknowledge and agree that none of the REIT III Parties or any other Person on behalf of a REIT III Party has made or is making any representations or warranties relating to the REIT III Parties whatsoever, express or implied, beyond those expressly given by the REIT III Parties in Article IV or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any REIT III Party furnished or provided to Parent or made available to Parent in the REIT II Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by IV or any document, agreement, certificate or other instrument contemplated hereby, none of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor REIT III Parties or any other Person (including either Merger Sub) makes or on behalf of a REIT III Party has made any representation or warranty, expressed or implied, at law or in equity, with respect to the REIT III Parties or on behalf of Parent or its Subsidiariesany other REIT III Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries REIT III Parties or any other matter REIT III Subsidiary. In particular, without limiting the foregoing disclaimer, none of the REIT III Parties or any other Person on behalf of a REIT III Party makes or has made any representation or warranty to any REIT II Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the REIT III Parties in this Article IV or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the REIT II Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the REIT III Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the REIT III Parties acknowledge and agree that none of the REIT II Parties or any other Person on behalf of a REIT II Party has made or is making any representations or warranties relating to the REIT II Parties whatsoever, express or implied, beyond those expressly given by the REIT II Parties in Article V or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any REIT II Party furnished or provided to Parent or made available to Parent in the REIT III Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Xxxx-Xxxxx and the Xxxx-Xxxxx Subsidiaries in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)IV, neither Parent Xxxx-Xxxxx nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, warranty with respect to Xxxx-Xxxxx or on behalf of Parent the Xxxx-Xxxxx Subsidiaries or its Subsidiaries, their businessesrespective business, operations, assets, liabilities, condition (financial conditionor otherwise) or prospects, results notwithstanding the delivery or disclosure to Spartan Stores or any of operations, future operating its Affiliates or financial results, estimatesRepresentatives of any documentation, projections, forecasts, plans estimates, budgets, prospect information or prospects (including the reasonableness other information with respect to any one or more of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated herebyforegoing. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except Except for the representations and warranties made by the Company contained in this Article IV (as qualified modified or disclosed against by the applicable items disclosed Xxxx-Xxxxx Disclosure Letter and Xxxx-Xxxxx SEC Documents), Xxxx-Xxxxx hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Spartan Stores or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Spartan Stores by any director, officer, employee, agent, consultant, or representative of Xxxx-Xxxxx or any of its Affiliates or Representatives). Except for the Company Disclosure Schedule representations and warranties set forth in accordance with Section 11.05 and the introduction to Article IV) and V or in the any certificate to be delivered by the Company pursuant to Section 9.02(c)this Agreement, Xxxx-Xxxxx hereby acknowledges that neither the Company Spartan Stores, nor any of its respective stockholders, directors, officers, employees, Affiliates, advisors, agents or Representatives, nor any other Person Person, has made or is making any other express or has made any representations implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to Spartan Stores, its businesses or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 with respect to any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesXxxx-Xxxxx.

No Other Representations and Warranties. Except for the representations as expressly set forth in Article IV and warranties made by Parent in this Article V or in any Transaction Document, (as qualified by a) each of Parent and Merger Sub acknowledges and agrees that neither the applicable items disclosed in Company nor any of its Affiliates (including the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSpinCo Entities), neither Parent nor any other Person (including either Merger Sub) makes of their respective Representatives has made, or has made is making, any representation or warranty, expressed or implied, at law or in equity, warranty whatsoever to with respect to the Company or on behalf any of Parent its Affiliates (including the SpinCo Entities), or its Subsidiaries, any of their respective businesses, operations, assets, liabilities, conditions (financial condition, 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 otherwise) or prospects, and (b) or each of Parent and Merger Sub further acknowledges and agrees that neither the Company nor any of its Affiliates shall be liable in respect of the accuracy or completeness of any information regarding Parent or its Subsidiaries provided to Parent, Merger Sub or any other matter furnished of its respective Affiliates or provided Representatives. Without limiting the generality of the foregoing, except as expressly set forth in Article IV or Article V or in any Transaction Document, each of Parent and Merger Sub acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates or budgets with respect to the Company Company, SpinCo, any of the SpinCo Entities or the SpinCo Business that may have been made available, in the SpinCo Datasite or otherwise, to Parent, Merger Sub or any of their Representatives, and expressly disclaim reliance on any other representations, warranties, statements, information or inducements, oral or written, express or implied, or as to the accuracy or completeness of any statements or other information, made to, or made available to the Company to, itself or any of its Representatives, in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofeach case with respect to, or in connection with, the negotiation, execution or delivery of this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated hereby. Parent by this Agreement, and its Subsidiaries disclaim any notwithstanding the distribution, disclosure or other representations or warrantiesdelivery to Parent, whether made by Parent Merger Sub or any of its Subsidiaries their Representatives of any document or other information with respect to any one or more of the foregoing, and waive any claims or causes of actions relating thereto, other than those for Actual Fraud. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in this Agreement (including the SpinCo Disclosure Schedule), any information, documents or other materials (including any such materials contained in the SpinCo Datasite or otherwise reviewed by Parent, Merger Sub or any of their respective Affiliates or Representatives. Each of ) or management presentations that have been or shall hereafter be provided to Parent, Bidco and each Merger Sub acknowledges or any of their respective Affiliates or Representatives are not and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate will not be deemed to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf warranties of the Company or its SubsidiariesSpinCo, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating and no representation or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or warranty is made as to the accuracy or completeness of any information regarding of the Company foregoing except as expressly set forth in Article IV or Article V of this Agreement or in any Transaction Document. In entering into this Agreement, Parent and Merger Sub acknowledge and agree that they have relied solely upon their own investigation and analysis; and Parent and Merger Sub acknowledge and agree, to the fullest extent permitted by Law, that the Company, the SpinCo Entities and their Affiliates and their respective Representatives shall not have any Liability or responsibility whatsoever to Parent or its Subsidiaries or any other matter furnished of their respective Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made (or any omissions therefrom), to Parent or made available to Parent its Subsidiaries or any of their respective Representatives, including in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or respect of the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other specific representations and warrantieswarranties set forth in Article IV or Article V of this Agreement or any Transaction Document, except as and only to the extent expressly set forth herein or therein with respect to such representations and warranties and subject to the limitations and restrictions contained herein or therein.

No Other Representations and Warranties. Except for the representations and warranties made by Parent set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)IV, neither Parent the Partnership nor its Subsidiaries nor any other Person (including either Merger Sub) makes or has made any express or implied representation or warranty, expressed or implied, at law or in equity, with respect to the Partnership or on behalf its Subsidiaries or any of Parent the Partnership’s or its Subsidiaries, their ’ respective businesses, operations, assets, liabilities, financial condition, results of operations, future operating prospects or condition (financial resultsor otherwise) or with respect to any other information provided to Parent or the Merger Subs in connection with the Mergers or the other transactions contemplated hereby. Without limiting the generality of the foregoing (except to the extent expressly stated in the representations and warranties set forth in this Article IV), estimatesneither the Partnership nor its Subsidiaries nor any other Person will have or be subject to any liability or other obligation to Parent, the Merger Subs or any other Person resulting from the distribution to Parent or the Merger Subs (including their respective Representatives), or Parent’s or the Merger Subs’ (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts, plans forecasts 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or material made available to Parent or the Company Merger Subs in any certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement the Mergers or the other transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except Except for the representations and warranties made by the Company set forth in this Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 IV, Parent and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making Merger Subs specifically disclaim that they are relying upon or has made have relied upon any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Personwarranties, and acknowledges acknowledge and agrees agree that the Company and its Affiliates have Partnership has specifically disclaimed and do does hereby specifically disclaim any such representation or warranty made by any Person. Parent and the Merger Subs specifically disclaim any obligation or duty by the Partnership or any other Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warrantieswarranties set forth in Article IV.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the 4, or any document, agreement, certificate to be delivered by Parent pursuant to Section 9.03(c)or other instrument contemplated hereby, neither Parent nor none of SOR II or any other Person (including either Merger Sub) makes or on behalf of SOR II has made any representation or warranty, expressed or implied, at law or in equity, with respect to SOR II or on behalf of Parent or its Subsidiariesany SOR II Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial conditionor 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 Parent SOR II or its Subsidiaries any SOR II Subsidiary. In particular, without limiting the foregoing disclaimer, none of SOR II or any other matter furnished Person on behalf of SOR II makes or provided has made any representation or warranty to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries SOR Party or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by SOR II in this Article 4, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Company in Article IV (as qualified by the applicable items disclosed SOR Parties or any of their respective Affiliates or Representatives in the Company Disclosure Schedule in accordance with Section 11.05 and course of their due diligence of SOR II, the introduction to Article IV) and negotiation of this Agreement or in the certificate course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, neither SOR II acknowledges and agrees that none of the Company nor SOR Parties or any other Person has made or is making or has made any representations or warrantywarranties relating to the SOR Parties whatsoever, expressed express or implied, at law beyond those expressly given by any SOR Party in Article 5, or in equityany document, with respect agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter SOR Party furnished or provided to Parent or made available to Parent in SOR II or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesrespective Representatives.

No Other Representations and Warranties. Except for The representations and warranties set forth in this Section 3 are the only representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, Company with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries Shares or any other matter furnished relating to the transactions contemplated by this Agreement. Except as specifically set forth in the this Agreement, (a) the Company is selling the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or provided implied, as to any matter whatsoever relating to the Shares or any other matter relating to the transactions contemplated by this Agreement, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the business of the Company and its Subsidiaries after the Closing in any manner, or (iii) the probable success or profitability of the business of the Company and its Subsidiaries after the Closing, and (b) neither the Company or any of its Affiliates, nor any of their respective stockholders, directors, officers, employees or agents 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 its Representatives of, or the Purchaser’s use of, any information relating to the Company or any of its Affiliates, including any descriptive memoranda, summary business descriptions, financial forecasts, projections or models, or any information, documents or material made available to the Company Purchaser or its Affiliates or Representatives, whether orally or in any writing, in management presentations, functional “data rooms,break-out” “virtual data rooms,” management presentations discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of, or in connection with, this Agreement or of the transactions contemplated herebyby this Agreement. Parent and its Subsidiaries disclaim The Company acknowledges that except as set forth in Section 4, neither the Purchaser nor any other representations director, officer, employee, agent or warrantiesRepresentative of the Purchaser makes any representation or warranty, whether made either express or implied, concerning the transactions contemplated by Parent or any of its Subsidiaries or any of their respective Affiliates or Representativesthis Agreement. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for Nothing in this Section 3.18 will affect the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Commercial Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. (a) Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)5, neither Parent REIT II nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to REIT II or on behalf of Parent or its Subsidiariesany REIT II Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial conditionor 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 Parent or its Subsidiaries REIT II or any other matter furnished or provided to REIT II Subsidiary. In particular, without limiting the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in foregoing disclaimer, neither REIT II nor any other form in expectation of, Person makes or in connection with, this Agreement has made any representation or the transactions contemplated hereby. Parent and its Subsidiaries disclaim warranty to any other representations or warranties, whether made by Parent or any of its Subsidiaries REIT I Party or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by the Company REIT II Parties in this Article IV (as qualified by 5, any oral or written information presented to the applicable items disclosed REIT I Parties or any of their respective Affiliates or Representatives in the Company Disclosure Schedule in accordance with Section 11.05 and course of their due diligence of the introduction to Article IV) and REIT II Parties, the negotiation of this Agreement or in the certificate course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, the REIT II Parties acknowledge and agree that neither the Company REIT I nor any other Person has made or is making or has made any representations or warrantywarranties relating to the REIT I Parties whatsoever, expressed express or implied, at law beyond those expressly given by any REIT I Party in Article 5, including any implied representation or in equity, with respect warranty as to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter REIT I Party furnished or provided to Parent or made available to Parent the REIT II Parties or any of their respective Representatives. (b) None of the REIT II Parties or REIT II Advisor has Knowledge of (i) any breach or inaccuracy of the representations and warranties of REIT I contained in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, (ii) any breach or the transactions contemplated hereby noncompliance by REIT I of or thereby. Each with any of Parentits covenants, Bidco and each Merger Sub specifically disclaims agreements or other obligations under this Agreement or (iii) any facts or circumstances that it is relying on constitute or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantieswould reasonably be expected to result in a REIT I Material Adverse Effect.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)4, neither Parent of the Company Parties nor any other Person (including either Merger Sub) makes or on behalf of the Company Parties has made any representation or warranty, expressed or implied, at law or in equity, with respect to the Company Parties or on behalf of Parent or its Company Subsidiaries, their businesses, operations, assets, liabilities, condition (financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company Parties or its Subsidiaries Company Subsidiaries. In particular, without limiting the foregoing disclaimer, neither of the Company Parties nor any other Person makes or has made any representation or warranty to the Parent Parties or any of their Affiliates or Representatives with respect to, except for the representations and warranties made by the Company Parties in this Article 4, any oral or written information presented to the Parent Parties or any of their Affiliates or Representatives in the course of their due diligence of the Company Parties, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, the Company Parties acknowledge and agree that none of the Parent Parties or any other matter Person has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by the Parent Parties in Article 5, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Parent Parties furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim Parties or any such other representations and warrantiesof their Representatives.

No Other Representations and Warranties. Except for the specific representations and warranties made by Parent contained in this Article V ARTICLE IV (in each case as qualified modified by the applicable items disclosed in the Parent Buyer Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedule), neither Parent nor none of Buyer, any of its Subsidiaries, any of each of their respective Representatives, or any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, including with respect to Buyer or on behalf any of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Buyer Ordinary Shares or the transactions contemplated hereby. Parent by this Agreement, any other Transaction Document or any Reorganization Document, and Buyer and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or Buyer, any of its Subsidiaries or any of their respective Affiliates officers, directors, managers, employees, agents or other Representatives. Each Any documents, title information, assessments, surveys, plans, specifications, reports, studies, projections or forecasts or other information made available to Seller by or on behalf of ParentBuyer or any of its Subsidiaries (collectively, Bidco and each Merger Sub acknowledges and agrees that“Buyer Review Documents”) are provided as information only. Seller shall not rely upon any Buyer Review Document(s) in lieu of conducting its own due diligence. Neither Buyer, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)nor any of its Subsidiaries, neither the Company nor any other Person is making will have, or be subject to, any Liability or other obligation to Seller, its Subsidiaries or any of their respective Representatives or any other Person resulting from Seller’s use of, or the use by any of its Subsidiaries or Representatives of any Buyer Review Documents. Except for the specific representations and warranties contained in this ARTICLE IV (in each case as modified by the Buyer Disclosure Schedule), neither Buyer nor any of its Subsidiaries nor any other Person has made any representations or warrantymade, expressed or implied, at law or in equity, with respect to or on behalf and none of the Company or its Subsidiariesforegoing is making, their businessesand have not authorized anyone else to make, operationsany representation as to: (a) the accuracy, assets, liabilities, financial condition, 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 reliability or completeness of any information regarding of the Company Buyer Review Documents or its Subsidiaries or (b) any other matter furnished or provided thing affecting or relating to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofBuyer, or in connection with, this Agreement, the Buyer Ordinary Shares or the transactions contemplated hereby or therebyShare Consideration. Each of ParentEXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (IN EACH CASE AS MODIFIED BY THE BUYER DISCLOSURE SCHEDULE), Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any PersonBUYER AND ITS SUBSIDIARIES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesWARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO SELLER OR ITS SUBSIDIARIES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO SELLER BY ANY DIRECTOR, OFFICER, MANAGER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF BUYER OR ANY OF ITS SUBSIDIARIES). BUYER MAKES NO REPRESENTATIONS OR WARRANTIES TO SELLER REGARDING THE PROBABLE SUCCESS, PROFITABILITY OR VALUE OF ANY OF BUYER, THE BUYER ORDINARY SHARES OR THE SHARE CONSIDERATION.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed 4 or in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the any certificate to be delivered by Parent or Merger Sub pursuant to Section 9.03(c6.2(c), neither Parent nor none of Parent, Merger Sub, any of their respective affiliates or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or Merger Sub makes any express or implied representation or warranty with respect to Parent or Merger Sub or their respective businesses or with respect to any information provided, or made available, to the Company or its SubsidiariesRepresentatives or affiliates in connection with the Transactions, their businessesincluding the accuracy or completeness thereof. (b) Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or condition and prospects (including the reasonableness of the assumptions underlying Company and its Subsidiaries and each of them acknowledges that it and its Representatives have received access to such estimatesbooks and records, projectionsfacilities, forecastsequipment, plans contracts and other assets of the Company and its Subsidiaries 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 and its Subsidiaries. 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 prospects) 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 of thereof other than the representations and warranties contained in Article 3 or in any information regarding Parent or its Subsidiaries or any other matter furnished or provided to certificate delivered by the Company pursuant to Section 6.3(d). Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or made available other projections or other predictions that may be contained or referred to in the Company Disclosure Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data rooms,room” “virtual data rooms,” or reviewed by Parent or any of its affiliates, or any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives) or management presentations or due diligence discussions that have been or shall hereafter be provided to or engaged in with Parent or any other form in expectation ofof its affiliates or any of its or their respective directors, officers, employees, stockholders, partners, members, agents or in connection with, this Agreement or the transactions contemplated hereby. Parent representatives are not and its Subsidiaries disclaim any other will not be deemed to be representations or warrantieswarranties of the Company, whether made by Parent or any of its Subsidiaries or any of its affiliates or any of its or their respective Affiliates directors, officers, employees, stockholders, partners, members, agents or Representativesrepresentatives, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, except as may be expressly set forth in Article 3 or in any certificate delivered by the Company pursuant to Section 6.3(d). Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees that, except for to the representations and warranties made fullest extent permitted by applicable Law, the Company and its Subsidiaries, and their respective affiliates, stockholders, controlling persons or Representatives shall 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 IV (as qualified by the applicable items disclosed 3 or in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the any certificate to be delivered by the Company pursuant to Section 9.02(c6.3(d), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in 5, none of the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent Parties nor any other Person (including either Merger Sub) makes or on behalf of the Parent Parties has made any representation or warranty, expressed or implied, at law or in equity, with respect to the Parent Parties or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, condition (financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Parent Parties or Parent Subsidiaries. In particular, without limiting the foregoing disclaimer, neither of the Parent Parties nor any other Person makes or has made any representation or warranty to the Company Parties or its Subsidiaries any of their Affiliates or Representatives with respect to, except for the representations and warranties made by the Parent Parties in this Article 5, any oral or written information presented to the Company Parties or any of their Affiliates or Representatives in the course of their due diligence of the Parent Parties, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that none of the Company Parties or any other matter Person has made or is making any representations or warranties relating to the Company Parties whatsoever, express or implied, beyond those expressly given by the Company Parties in Article 4, including any implied representation or warranty as to the accuracy or completeness of any information regarding Company Parties furnished or provided to Parent or made available to the Parent in Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir Representatives.

No Other Representations and Warranties. (a) Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)4, neither Parent REIT I nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to REIT I or on behalf of Parent or its Subsidiariesany REIT I Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial conditionor 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 Parent or its Subsidiaries REIT I or any other matter furnished or provided to REIT I Subsidiary. In particular, without limiting the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in foregoing disclaimer, neither REIT I nor any other form in expectation of, Person makes or in connection with, this Agreement has made any representation or the transactions contemplated hereby. Parent and its Subsidiaries disclaim warranty to any other representations or warranties, whether made by Parent or any of its Subsidiaries REIT II Party or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatRepresentatives with respect to, except for the representations and warranties made by REIT I in this Article 4, any oral or written information presented to the Company in Article IV (as qualified by the applicable items disclosed REIT II Parties or any of their respective Affiliates or Representatives in the Company Disclosure Schedule in accordance with Section 11.05 and course of their due diligence of REIT I, the introduction to Article IV) and negotiation of this Agreement or in the certificate course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to be delivered by the Company pursuant to Section 9.02(c)contrary, REIT I acknowledges and agrees that neither the Company REIT II nor any other Person has made or is making or has made any representations or warrantywarranties relating to the REIT II Parties whatsoever, expressed express or implied, at law beyond those expressly given by any REIT II Party in Article 5, including any implied representation or in equity, with respect warranty as to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter REIT II Party furnished or provided to Parent or made available to Parent REIT I or any of its Representatives. (b) Neither REIT I nor REIT I Advisor has Knowledge of (i) any breach or inaccuracy of the representations and warranties of REIT II contained in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, (ii) any breach or the transactions contemplated hereby noncompliance by REIT II of or thereby. Each with any of Parentits covenants, Bidco and each Merger Sub specifically disclaims agreements or other obligations under this Agreement or (iii) any facts or circumstances that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesconstitute a REIT II Material Adverse Effect.

No Other Representations and Warranties. Except for the specific representations and warranties made by Parent contained in this Article V ARTICLE III (in each case as qualified modified by the applicable items disclosed in the Parent Seller Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedule), neither Parent nor none of Seller, any of its Subsidiaries, any of each of their respective Representatives, or any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, including with respect to Seller or on behalf any of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects Subsidiaries (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) Transferred Entities or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement JV Entities) or the transactions contemplated hereby. Parent by this Agreement, any other Transaction Document or any Reorganization Document, and Seller and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or Seller, any of its Subsidiaries or any of their respective Affiliates officers, directors, managers, employees, agents or other Representatives. Each Any documents, title information, assessments, surveys, plans, specifications, reports, studies, projections or forecasts or other information made available to Buyer by or on behalf of ParentSeller or any of its Subsidiaries (collectively, Bidco and each Merger Sub acknowledges and agrees that“Seller Review Documents”) are provided as information only. Buyer shall not rely upon any Seller Review Document(s) in lieu of conducting its own due diligence. Neither Seller, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)nor any of its Subsidiaries, neither the Company nor any other Person is making will have, or be subject to, any Liability or other obligation to Buyer, its Subsidiaries or any of their respective Representatives or any other Person resulting from Buyer’s use of, or the use by any of its Subsidiaries or Representatives of any Seller Review Documents. Except for the specific representations and warranties contained in this ARTICLE III (in each case as modified by the Seller Disclosure Schedule), neither Seller nor any of its Subsidiaries nor any other Person has made any representations or warrantymade, expressed or implied, at law or in equity, with respect to or on behalf and none of the Company or its Subsidiariesforegoing is making, their businessesand have not authorized anyone else to make, operationsany representation as to: (a) the accuracy, assets, liabilities, financial condition, 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 reliability or completeness of any information regarding of the Company Seller Review Documents, (b) the condition of any building(s), structures or its Subsidiaries other improvements at the Real Property, (c) the operating condition of the properties or assets of the Business, (d) the Environmental Conditions of the Real Property INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES, (e) the enforceability of, or Buyer’s ability to obtain the benefits of, any Contract affecting the Business, (f) the transferability or assignability of any Contract or Permit, or (g) any other matter furnished or provided thing affecting or relating to Parent the Business, the Transferred Entities, the JV Entities, the Transferred Interests, the JV Interests, the Transferred Assets or made available the Assumed Liabilities. Notwithstanding anything to Parent the contrary contained in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, neither Seller, nor any of its Subsidiaries, nor any other Person makes any express or implied representation or warranty with respect to the Retained Assets, the Retained Businesses or the transactions contemplated hereby or therebyRetained Liabilities. Each of ParentEXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (IN EACH CASE AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE), Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any PersonSELLER AND ITS SUBSIDIARIES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesWARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS SUBSIDIARIES OR 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 SUBSIDIARIES). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS, PROFITABILITY OR VALUE OF ANY OF THE BUSINESS, THE TRANSFERRED ENTITIES, THE JV ENTITIES, THE JV INTERESTS, THE TRANSFERRED INTERESTS, THE TRANSFERRED ASSETS AND/OR THE ASSUMED LIABILITIES.

No Other Representations and Warranties. (a) Acquiror acknowledges that the detailed representations and warranties set forth in this Agreement have been negotiated at arm’s length among sophisticated Persons. Except for the representations and warranties made by Parent set forth in Article III and Article IV (in each case, subject to the Company Disclosure Schedules) of this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) Agreement and in the certificate to be delivered by Parent pursuant to Section 9.03(c)other Transaction Documents, neither Parent nor Acquiror acknowledges that none of the members of the Company Group, its Subsidiaries, Seller or any other of their respective Affiliates or any Person (including either Merger Sub) acting on behalf of any of the foregoing makes or has made any other express or any implied representation or warranty, expressed or implied, at law or in equity, with respect warranty to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Acquiror as to the accuracy or completeness of any information regarding Parent or any member of the Company Group, any of its Subsidiaries Subsidiaries, Seller or any other matter furnished matter. Acquiror further agrees that none of the members of the Company Group, its Subsidiaries, Seller or any other Person shall have or be subject to any Liability to Acquiror or any other Person resulting from the distribution to Acquiror, or Acquiror’s use, of any such information, including any information, document or material made available or provided to Acquiror in the Company or made available to the Company in any “data rooms,” “virtual data rooms,” Data Room, management presentations or offering or information memoranda, or in any other form form, in expectation of, or in connection with, this Agreement or of the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatthis Agreement, except for claims arising out of Fraud. Except with respect to the representations and warranties made by the Company set forth in Article III and Article IV (as qualified by the applicable items disclosed in each case, subject to the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IVSchedules) of this Agreement and in the certificate to be delivered by other Transaction Documents, Acquiror is acquiring the Equity Interests, and the assets of the members of the Company pursuant Group and its Subsidiaries that are being transferred to Section 9.02(c)Acquiror upon the acquisition by Acquiror of the Equity Interests, neither AS IS, WHERE IS. THE MEMBERS OF THE COMPANY GROUP, ITS SUBSIDIARIES AND SELLER DISCLAIM ALL OTHER EXPRESS AND ALL IMPLIED WARRANTIES RELATING THERETO, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. (b) Without limitation, in connection with Acquiror’s investigation of the members of the Company nor any other Person is making or Group and its Subsidiaries, Acquiror has made any representations or warranty, expressed or implied, at law or in equity, with respect to received from or on behalf of Seller or its Affiliates certain estimates, projections and other forecasts and plans, including certain projected statements of operating revenues and income and certain business plan information. Acquiror acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans and that Acquiror shall have no claim against the members of the Company or Group, its Subsidiaries, their businessesSeller or any Person acting on behalf of any of the foregoing with respect to the adequacy or accuracy thereto, operationsexcept for claims arising out of Fraud. None of the members of the Company Group, assetsits Subsidiaries, liabilities, financial condition, results Seller or any Person acting on behalf of operations, future operating any of the foregoing makes any representation or financial results, warranty with respect to such estimates, projections, forecasts, projections and other forecasts and plans or prospects (including the reasonableness of the assumptions or the accuracy of the information underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco forecasts and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesplans).

No Other Representations and Warranties. Except for NONE OF THE COMPANY, OR ANY OF ITS REPRESENTATIVES, BOARD MEMBERS, OFFICERS, OR EQUITYHOLDERS, HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR THE BUSINESS OF THE COMPANY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 3 AND IN SECTION 2, SECTION 9.16(g) OR IN ANY OTHER TRANSACTION DOCUMENT. Without limiting the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness generality of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatforegoing, except for the representations and warranties made by the Company set forth in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV2, Section 9.16(g) and Section 3 of this Agreement or in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making Transaction Document, none of the Company, any Equityholder or has made any representations other Person: (a) makes any representation or warranty, expressed express or implied, at law as to condition, merchantability, suitability or in equity, with respect to or on behalf fitness for a particular purpose of any of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness assets of the assumptions underlying such estimatesCompany, projectionsor (b) makes any representation or warranty, forecastsexpress or implied, plans or prospects) or as to the accuracy or completeness of any information regarding the Company or its Subsidiaries the business of the Company (including any representation or warranty of any kind or nature whatsoever concerning or as to the accuracy or completeness of any projections, budgets, forecasts or other forward-looking financial information concerning the future revenue, income, profit or other financial results of the Company). Any and all statements or information communicated by the Company, any Equityholder, or any of their respective representatives or any other matter furnished Person outside of this Agreement or the other Transaction Documents, including by way of the documents provided in response to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations Buyer’s due diligence requests, whether verbally or in any writing, are deemed to have been superseded by this Agreement and the Transaction Documents, it being agreed that no such prior or contemporaneous statements or communications outside of this Agreement or the other form in expectation of, or in connection with, Transaction Documents shall survive the execution and delivery of this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent expressly set forth in this Article V (as qualified by Agreement, the applicable items disclosed in Ancillary Agreements and any certificates delivered hereunder or thereunder, the Parent Disclosure Schedule in accordance with Section 11.05 Seller specifically acknowledges and agrees that none of Parent, the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Purchaser or any of their respective Affiliates Affiliates, Representatives or Representativesequity holders make, or has made, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity). Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except Except for the representations and warranties expressly set forth in this Agreement, the Ancillary Agreements and any certificates delivered hereunder or thereunder, the Seller hereby expressly disclaims and negates (i) any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to (1) the Education Entities or the Business or any of their respective businesses, assets, employees, Permits, liabilities, operations, prospects or condition (financial or otherwise) or (2) any opinion, projection, forecast, statement, budget, estimate, advice or other similar information (including information with respect to the 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 Education Entities or the Business, as well as any other business plan and cost-related plan information of the Education Entities or the Business), made, communicated or furnished (orally or in writing), or to be made, communicated or furnished (orally or in writing), to the Purchaser Group or any of its Affiliates or its Representatives, in each case, whether made by the Company in Article IV Seller, the Education Entities or any of their respective Affiliates, Representatives or equity holders or any other Person (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IVthis clause (2), collectively, “Projections”) and (ii) all Liability for any such other representation or warranty or any Projection. (b) Except for the representations and warranties expressly set forth in this Agreement, the certificate to be Ancillary Agreements and any certificates delivered by hereunder or thereunder, the Company pursuant to Section 9.02(c), Purchaser Group (i) specifically acknowledges and agrees that neither the Company Seller, the Education Entities nor any of their respective Affiliates, Representatives or equity holders nor any other Person is making makes, or has made made, any representations other express or warranty, expressed implied representation or implied, warranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to the Education Entities, the Business or on behalf their respective businesses, assets, employees, Permits, liabilities, operations, prospects, condition (financial or otherwise) or any Projection, and (ii) specifically acknowledges the Seller’s express disclaimer and negation of any such other representation or warranty or any Projection and of all liability and responsibility for any such other representation or warranty or any Projection. The Purchaser Group acknowledges and agrees that it has conducted its own independent investigation of the Company or its Subsidiariestransactions contemplated by this Agreement (including with respect to the Education Entities, the Business and their respective businesses, operations, assetsassets and liabilities) and, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including in making its determination to enter into this Agreement and proceed with the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, transactions contemplated by this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied solely on any the results of such other representations or warranties that may have been made by any Person, independent investigation and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantieswarranties expressly set forth in this Agreement, the Ancillary Agreements and any certificates delivered hereunder or thereunder.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Company in this Article V IV (as qualified by the applicable items disclosed in the Parent Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article VIV) and in the certificate to be delivered by Parent Company pursuant to Section 9.03(c8.2(d), neither Parent Company nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent Purchaser or made available to Parent Purchaser in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Company and its Subsidiaries disclaim any other representations or warranties, whether made by Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. Company acknowledges and agrees that, except for the representations and warranties made by Purchaser in Article V (as qualified by the applicable items disclosed in the Purchaser Disclosure Schedule in accordance with the introduction to Article V) and the certificate delivered by Purchaser pursuant to Section 8.3(c), neither Purchaser nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of any member of the Purchaser Group, their businesses, operations, assets, liabilities, financial condition, 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 any member of the Purchaser Group or any other matter furnished or provided to Purchaser or made available to Purchaser in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub Company specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Purchaser and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent Parent, Merger Sub I, Merger Sub II nor any other Person (including either Merger Sub) makes or has made (and the Company and the Stockholders’ Representative hereby acknowledge and agree that neither Parent, Merger Sub I, Merger Sub II nor any other Person is making or has made) any express or implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its SubsidiariesParent, Merger Sub I, Merger Sub II, their Affiliates or their respective businesses, operations, assets, liabilities, financial conditionproperties, results of operations, future operating liabilities, condition (financial or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans otherwise) or prospects) or the accuracy or completeness , and each of Parent, Merger Sub I and Merger Sub II hereby disclaims any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any such other representations or warranties. In particular, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatwithout limiting the foregoing disclaimer, except for the representations and warranties made by Parent, Merger Sub I and Merger Sub II in this Article V, neither Parent, Merger Sub I, Merger Sub II nor any other Person makes or has made (and the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) Stockholders’ Representative hereby acknowledge and in the certificate to be delivered by the Company pursuant to Section 9.02(c)agree that neither Parent, neither the Company Merger Sub I, Merger Sub II nor any other Person is making or has made made) any representations representation or warrantywarranty to the Company, expressed the Sellers, any holders of Company Securities, the Stockholders’ Representative or implied, at law any of their respective Affiliates or in equity, Representatives with respect to (i) any financial projection, forecast, estimate, budget or on behalf of the Company prospect information relating to Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries Affiliates’ businesses or operations or (ii) any other matter written or unwritten information furnished or provided to Parent or made available to Parent the Company, the Sellers, any holders of Company Securities, the Stockholders’ Representative or any of their respective Affiliates or Representatives in any “data rooms,” “virtual data rooms,” management presentations the course of their due diligence investigation of Parent, the negotiation of this Agreement or in any other form in expectation of, or in connection with, this Agreement, or the consummation of the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantieshereby.

No Other Representations and Warranties. Except for the representations and warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)ARTICLE IV, neither Parent none of Purchaser or any of its respective Affiliates nor any other Person (including either Merger Sub) on behalf of any of them makes or has made any express or implied representation or warranty (and there is and has been no reliance by Seller or any of its Affiliates or Representatives on any such representation or warranty, expressed or implied, at law or in equity, ) with respect to or on behalf of Parent Purchaser or its Subsidiariesbusinesses or with respect to any other information provided, their businessesor made available, operationsto Seller or any of its Representatives or Affiliates in connection with the transactions contemplated hereby, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated herebythereof. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub Purchaser acknowledges and agrees that, except for the representations and warranties made by Seller in ARTICLE III (as qualified by the Company applicable items disclosed in the Seller Disclosure Schedule) and the representations and warranties expressly set forth in Article IV of the Merger Agreement (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cSchedule), neither the Company Seller nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect with respect to or on behalf of the Company Seller, the Target Companies or its any of their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company Target Companies or its their respective Subsidiaries or any other matter furnished or provided to Parent Purchaser or made available to Parent Purchaser in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, Agreement or the transactions contemplated hereby or thereby. Each of Parent, Bidco Purchaser is not relying and each Merger Sub specifically disclaims that it is relying on upon or has relied on upon any such other representations or warranties that may have been made by any PersonPerson (other than the representations and warranties made by Apco under the Merger Agreement), and acknowledges and agrees that the Company Seller, the Target Companies and its their respective Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Purchaser acknowledges and agrees that the representations and warranties contained in ARTICLE III (as qualified by the applicable items disclosed in the Seller Disclosure Schedule) and Article IV of the Merger Agreement (as qualified by the applicable items disclosed in the Company Disclosure Schedule) are for risk allocation purposes and not necessarily assertions of truth.

No Other Representations and Warranties. Except for the representations and warranties expressly made by Parent the Company set forth in this Article V (as qualified by the applicable items disclosed Agreement or in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction any other certificate or document delivered pursuant to this Article V) Agreement, each of Parent and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any Merger Subsidiary acknowledges and agrees that no other Person (including either Merger Sub) makes or has made any representation or warrantywarranty of any kind whatsoever, expressed express or implied, at law or in equity, with respect is made or shall be deemed to have been made by or on behalf of Parent or its Subsidiaries, the Companies with respect to their respective businesses, operationsaffairs, assets, liabilities, financial conditionconditions, results of operations, future operating or financial results, estimates, projections, forecasts, plans operations or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to Parent or Merger Subsidiary by or on behalf of the Companies, and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Companies, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates of any documentation or other information by any of the Companies or any of their Representatives or Affiliates with respect to any one or more of the foregoing. Neither any of the Companies nor any of their Representatives or Affiliates will have or be subject to any liability or obligation to Parent or Merger Subsidiary or any other Person resulting from the distribution in written or verbal communications to Parent or Merger Subsidiary of any such information, including any information, documents, projections, forecasts or other material made available to Parent or to Merger Subsidiary in online “data rooms,” “virtual data rooms,” confidential information memoranda or management interviews and presentations except as set forth in this Agreement, the Platinum Purchase Agreement or in any other form certificate or document contemplated therein. Notwithstanding the foregoing or any provision to the contrary in expectation ofthis Agreement, or in connection with, this Agreement or (i) the transactions contemplated hereby. Companies hereby expressly agrees and acknowledges that Parent and its Subsidiaries disclaim any other representations or warrantiesMerger Subsidiary may rely, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parentand are relying, Bidco and each Merger Sub acknowledges and agrees that, except for on the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) this Agreement and in all of the certificate to be other certificates and documents delivered by the Company pursuant to Section 9.02(c), neither this Agreement and (ii) nothing in this Agreement or any of the Company nor other certificates or documents delivered pursuant to this Agreement shall limit any other Person is making right or has made any representations remedy of Parent or warranty, expressed or implied, at law or in equity, Merger Subsidiary with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesfraud.

No Other Representations and Warranties. Except for the representations and warranties made by Parent of the Company contained in this Article V (as qualified by Section 5, the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 Company is not making and the introduction to this Article V) has not made, and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any no other Person (including either Merger Sub) makes person is making or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company, any express or implied representation or warranty in connection with this Agreement or the Transactions, and no person is authorized to make any such representation or warranty on behalf of the Company. In connection with the due diligence investigation of the Company by Parent or its Subsidiariesand Merger Sub, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, Parent and Merger Sub have received and may continue to receive from the Company certain estimates, projections, forecastsforecasts and other forward-looking information, plans or prospects as well as certain business plan information, regarding the Company, its subsidiaries and their respective businesses and operations. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Sub are familiar, that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information, business plans or prospects) or the accuracy or completeness of any information regarding cost-related plans), and that Parent or its Subsidiaries or any other matter furnished or provided to and Merger Sub will have no claim against the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Subsidiaries, or any of their respective Affiliates Representatives, or Representativesany other person, with respect thereto. Each of ParentAccordingly, Bidco Parent and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither acknowledge that none of the Company nor any of its subsidiaries, nor any of their respective Representatives, nor any other Person person, has made or is making any representation or has made any representations or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, such estimates, projections, forecasts, forward-looking statements, or business 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation offorward-looking statements, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesbusiness plans).

No Other Representations and Warranties. Except for the representations as expressly set forth in Article IV and warranties made by Parent in this Article V or in any Transaction Document, (as qualified by a) each of Parent and Merger Sub acknowledges and agrees that neither the applicable items disclosed in Company nor any of its Affiliates (including the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSpinCo Entities), neither Parent nor any other Person (including either Merger Sub) makes of their respective Representatives has made, or has made is making, any representation or warranty, expressed or implied, at law or in equity, warranty whatsoever with respect to the Company or on behalf any of Parent its Affiliates (including the SpinCo Entities), or its Subsidiaries, any of their respective businesses, operations, assets, liabilities, conditions (financial condition, 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 otherwise) or prospects, and (b) or each of Parent and Merger Sub further acknowledges and agrees that neither the Company nor any of its Affiliates shall be liable in respect of the accuracy or completeness of any information regarding Parent or its Subsidiaries provided to Parent, Merger Sub or any other matter furnished of its respective Affiliates or provided Representatives. Without limiting the generality of the foregoing, except as expressly set forth in Article IV or Article V or in any Transaction Document, each of Parent and Merger Sub acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates or budgets with respect to the Company Company, SpinCo, any of the SpinCo Entities or the SpinCo Business that may have been made available, in the SpinCo Datasite or otherwise, to Parent, Merger Sub or any of their Representatives, and expressly disclaim reliance on any other representations, warranties, statements, information or inducements, oral or written, express or implied, or as to the accuracy or completeness of any statements or other information, made to, or made available to the Company to, itself or any of its Representatives, in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofeach case with respect to, or in connection with, the negotiation, execution or delivery of this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated hereby. Parent by this Agreement, and its Subsidiaries disclaim any notwithstanding the distribution, disclosure or other representations or warrantiesdelivery to Parent, whether made by Parent Merger Sub or any of its Subsidiaries their Representatives of any document or other information with respect to any one or more of the foregoing, and waive any claims or causes of actions relating thereto, other than those for Fraud. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in this Agreement (including the SpinCo Disclosure Schedule), any information, documents or other materials (including any such materials contained in the SpinCo Datasite or otherwise reviewed by Parent, Merger Sub or any of their respective Affiliates or Representatives. Each of ) or management presentations that have been or shall hereafter be provided to Parent, Bidco and each Merger Sub acknowledges or any of their respective Affiliates or Representatives are not and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate will not be deemed to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf warranties of the Company or its SubsidiariesSpinCo, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating and no representation or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or warranty is made as to the accuracy or completeness of any information regarding of the Company foregoing except as expressly set forth in Article IV or Article V of this Agreement or in any Transaction Document. In entering into this Agreement, Parent and Merger Sub acknowledge and agree that they have relied solely upon their own investigation and analysis, and Parent and Merger Sub acknowledge and agree, to the fullest extent permitted by Law, that the Company, the SpinCo Entities and their Affiliates and their respective Representatives shall not have any Liability or responsibility whatsoever to Parent or its Subsidiaries or any other matter furnished of their respective Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (or any omissions therefrom), to Parent or made available to Parent its Subsidiaries or any of their respective Representatives, including in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or respect of the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other specific representations and warrantieswarranties of set forth in Article IV or Article V of this Agreement or any Transaction Document, except as and only to the extent expressly set forth herein or therein with respect to such representations and warranties and subject to the limitations and restrictions contained herein or therein.

No Other Representations and Warranties. Except for the representations and warranties made by expressly set forth in Article III, each of Parent in this Article V and Merger Sub(a) (as qualified by i) specifically acknowledges and agrees that neither the applicable items disclosed in Company, the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)Company Entities nor any of their respective Affiliates, neither Parent Representatives or equity holders nor any other Person makes, or has made, any other express or implied representation or warranty whatsoever (whether at law (including either Merger Subat common law or by statute) makes or has made any representation or warranty, expressed or implied, at law or in equity), including with respect to the Company Entities or on behalf of Parent or its Subsidiariestheir respective businesses, their businessesassets, employees, Permits, liabilities, operations, assetsprospects, liabilitiescondition (financial or otherwise) or any Projection, financial conditionand (ii) hereby expressly waives and relinquishes any and all rights, results Claims or causes of operationsaction (whether in contract or in tort or otherwise, future operating or financial results, estimates, projections, forecasts, plans or prospects whether at law (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans at common law or prospectsby statute) or in equity) based on, arising out of or relating to any such other representation or warranty or any Projection, (b) specifically acknowledges and agrees to the accuracy or completeness Company’s express disclaimer and negation of any information regarding Parent such other representation or its Subsidiaries warranty or any Projection and of all liability and responsibility for any such other matter furnished representation or provided to warranty or any Projection and (c) expressly waives and relinquishes any and all rights, Claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) against (i) the Company in connection with accuracy, completeness or materiality of any Projection and (ii) any Affiliate of the Company or made available to the Company’s or any such Affiliate’s respective Representatives or equity holders, and hereby specifically acknowledges and agrees that such Affiliate of the Company in or the Company’s or any “data rooms,” “virtual data rooms,” management presentations such Affiliate’s respective Representatives or in any other form in expectation ofequity holders shall have no liability or obligations, based on, arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim negotiation, execution, performance or subject matter of this Agreement, including (A) for any other representations alleged nondisclosure or warranties, whether misrepresentations made by Parent any such Person or (B) in connection with accuracy, completeness or materiality of any of its Subsidiaries or any of their respective Affiliates or RepresentativesProjection. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees thatthat (1) it has conducted to its satisfaction its own independent investigation of the transactions contemplated by this Agreement (including with respect to the Company Entities and their respective businesses, operations, assets and liabilities) and, in making its determination to enter into this Agreement and proceed with the transactions contemplated by this Agreement, has relied solely on the results of such independent investigation and the representations and warranties expressly set forth in Article III, respectively, and (2) except for the representations and warranties made expressly set forth in Article III, it has not relied on, or been induced by, any representation, warranty or other statement of or by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)or any of its Affiliates, neither the Company nor Representatives or equity holders or any other Person is making Person, including any Projection or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company Entities or its Subsidiariesany of their respective businesses, their businessesassets, employees, Permits, liabilities, operations, assets, liabilities, prospects or condition (financial condition, 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 prospectsotherwise) or any Projection, in determining to enter into this Agreement and proceed with the accuracy Merger or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, transactions contemplated by this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent contained in this Article V III and Article IV (as qualified modified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedules hereto), or any Ancillary Documents, neither Parent Seller nor any Person makes any other Person (including either Merger Sub) makes express or has made any implied representation or warranty with respect to the Company, Seller or the Business, and Buyer acknowledges, represents and warrants that (a) it has not relied on any representation, warranty, expressed statement or information whatsoever regarding the subject matter of this Agreement, express or implied, at law made or in equity, with respect to provided by or on behalf of Parent or its SubsidiariesSeller, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatBusiness, except for the representations and warranties made by the Company contained in Article III and Article IV (as qualified modified by the applicable items disclosed in Disclosure Schedules hereto), or any Ancillary Document and (b) waives any right that Buyer may have against Seller, the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor or any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to any inaccuracy in any such representation, warranty statement or information or with respect to any omission or concealment on behalf the part of Seller, the Company or any other Person or of any potentially material information, except for the representations and warranties contained in Article III and Article IV (as modified by the Disclosure Schedules), or any Ancillary Document, and any omission or concealment with respect thereto; provided that nothing in this Section 3.24 shall affect any claim for Fraud. Without limitation as to the foregoing sentence, except as expressly set forth in Article III and Article IV, Seller disclaims any and all liability and responsibility for 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, employee, agent, consultant, or other Representative of Seller or the Company, or any of their respective Affiliates). Except as expressly set forth in Article III and Article IV (as modified by the Disclosure Schedules hereto, as supplemented and amended to the extent permitted by this Agreement), Seller makes no representation or warranty to Buyer regarding the probable success or future profitability of the Company. Except as expressly set forth in this Agreement, the condition of the assets of the Company shall be “as is” and “where is” and none of Seller or the Company makes any warranty of merchantability, suitability, fitness for a particular purpose or quality with respect to any of the tangible assets of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating as to the condition or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) workmanship thereof or the accuracy or completeness absence of any information regarding defects therein, whether latent or patent. It is understood that any due diligence materials made available to Buyer or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of Seller, the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir Affiliates.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf Each of Parent or and Merger Sub has conducted its Subsidiaries, their businessesown independent review and analysis of the business, operations, assetsassets (including Intellectual Property), liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or condition and prospects (including the reasonableness of the assumptions underlying such estimatesCompany and each of them acknowledges that it and its Representatives have received sufficient access to members of management and other employees, projectionsbooks and records, forecastsfacilities, plans or prospects) or equipment, contracts and other assets of the accuracy or completeness Company that it and its Representatives have requested in order to make an informed investment decision. Each of Parent and Merger Sub acknowledges that neither the Company nor any information regarding Person on behalf of the Company makes, and each of Parent or its Subsidiaries Merger Sub expressly disclaims reliance upon, any express or any other matter furnished implied representation, warranty or provided statement with respect to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or with respect to any of their respective Affiliates other information provided to Parent or RepresentativesMerger Sub in connection with the transactions contemplated by this Agreement including the accuracy or completeness thereof other than the representations and warranties contained in Article 3. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees that, except for to the representations and warranties made fullest extent permitted by applicable Law, the Company and its Subsidiaries, and their respective affiliates, stockholders, controlling persons or Representatives shall 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 IV 3 (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cSchedule), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent the Sellers in this Article V (as qualified III or in any certificate delivered by the applicable items disclosed in Sellers to the Parent Disclosure Schedule in accordance with Section 11.05 and Buyers at the introduction to this Article V) and in the certificate to be delivered by Parent Closing pursuant to Section 9.03(c)the terms of this Agreement, neither Parent nor no member of the Seller Group or any other Person makes any other express or implied representation or warranty with respect to the Seller Group (including either Merger Subthe Transferred Entities) or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Business or the Transferred Entities, notwithstanding the delivery or disclosure to the Buyers or any of their Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. In particular, and without limiting the generality of the foregoing, no member of the Seller Group or any other Person makes or has made any express or implied representation or warranty, expressed warranty to the Buyers or implied, at law or in equity, any of their Representatives with respect to (a) any financial projection, forecast, estimate, budget or on behalf of Parent prospective information relating to the Business, the Transferred Entities or its Subsidiaries, their respective businesses, operations, properties, assets, liabilities, condition (financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans otherwise) or prospects or (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospectsb) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company Sellers in this Article IV (as qualified by the applicable items disclosed III or in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the any certificate to be delivered by the Company Sellers to the Buyers at the Closing pursuant to Section 9.02(c)the terms of this Agreement, neither any oral or written information presented to the Company nor Buyers or any of their Affiliates or Representatives in the course of their due diligence investigation of the Business and the Transferred Entities, the negotiation of this Agreement, the Transaction Documents or the course of the Transaction. Except as expressly set forth in this Agreement, no member of the Seller Group or any other Person is making will have or has made be subject to any representations liability or warrantyother obligation to the Buyers, expressed their Affiliates, Representatives or implied, at law or in equity, with respect to or on behalf any other Person resulting from the sale of the Company Transferred Equity Interests to the Buyers, the consummation of the Transaction or its SubsidiariesBuyers’ use of, or the use by any of their businessesAffiliates or Representatives of any such information, operationsincluding information, assets, liabilities, financial condition, results of operations, future operating or financial results, estimatesdocuments, projections, forecasts, plans forecasts 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or material made available to Parent the Buyers, their Affiliates or Representatives in any “data rooms,” “virtual data rooms,” ”, teaser, confidential information memorandum or management presentations or in any other form in expectation of, or in connection with, this Agreement, or with the transactions contemplated hereby or therebyTransaction. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically The Sellers disclaim any such and all other representations and warranties, whether express or implied.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by 5, none of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor Sxxxxxxxxx Parties or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to the Sxxxxxxxxx Parties or on behalf of Parent or its Subsidiariesany other Sxxxxxxxxx Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries Sxxxxxxxxx Parties or any other matter Sxxxxxxxxx Subsidiary. In particular, without limiting the foregoing disclaimer, none of the Sxxxxxxxxx Parties or any other Person makes or has made any representation or warranty to any Company Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the Sxxxxxxxxx Parties in this Article 5, any oral or written information presented to the Company Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the Sxxxxxxxxx Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Sxxxxxxxxx Parties acknowledge and agree that none of the Company Parties or any other Person has made or is making any representations or warranties relating to the Company Parties whatsoever, express or implied, beyond those expressly given by the Company Parties in Article 4, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company Parties furnished or provided to Parent or made available to Parent in the Sxxxxxxxxx Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in this Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c9.02(d), neither the Company nor any other Person is making makes or has made any representations representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. The Company and its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent in Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with the introduction to Article V) and the certificate delivered by Parent pursuant to Section 9.03(d), neither Parent nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of any member of the Parent Group, their businesses, operations, assets, liabilities, financial condition, 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 any member of the TABLE OF CONTENTS​​​ Parent Group or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub The Company specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company Parent and its their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except Each of Bixxxx xnd Merger Sub has made its own inquiry and investigation into Rook and its Affiliates and has made an independent judgment concerning the transactions contemplated by this Agreement. Each of Bixxxx xnd Merger Sub represents, warrants, acknowledges and agrees that except for the representations and warranties made by Parent of Rook contained in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)Agreement, neither Parent none of Rook, its Affiliates or any of their respective Representatives, nor any other Person (including either Merger Sub) Person, makes or has made made, and none of Bixxxx, Merger Sub, their Affiliates or any of their respective Representatives, nor any other Person, has relied upon, any express or implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent Rook or its Subsidiaries, Affiliates or their respective businesses, operations, assets, liabilities, condition (financial conditionor otherwise) or prospects, or with respect to any information provided or made available to Bixxxx, Merger Sub, their respective Representatives or any other Person in connection with the transactions contemplated hereby, including the accuracy, completeness or currency thereof. Without limiting the generality of the foregoing, none of Rook, its Affiliates or any of their respective Representatives nor any other Person makes or has made, and none of Bixxxx, Merger Sub, their respective Representatives nor any other Person has relied upon, any express or implied representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operationsoperations (or any component thereof), future operating cash flows (or any component thereof) or future financial resultscondition (or any component thereof) of Rook, its Affiliates or the future businesses, operations or affairs of Rook or its Affiliates or any other information, documents, projections, estimates, projectionsforecasts or other material made available to Bixxxx, forecastsMerger Sub, plans any of their Representatives or prospects (including any other Person in any physical or virtual data room or management presentations in connection with the reasonableness of the assumptions underlying such estimatestransactions contemplated by this Agreement or otherwise, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided such information, except to the Company extent any such information is expressly addressed by a representation or made available to the Company warranty contained in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofthis Agreement, or in connection withand none of Rook, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Affiliates or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making Person, will have or has made be subject to any representations liability or warrantyindemnification obligation to Bixxxx, expressed or impliedMerger Sub, at law or in equity, with respect to or on behalf of the Company or its SubsidiariesSurviving Corporation, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries respective Affiliates or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or Person in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestherewith.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent the Company in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)III, neither Parent the Company nor any other Person (person, including either Merger Sub) the Stockholder, makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial condition, 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 otherwise) or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to , and the Company or made available to the Company in hereby disclaims any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any such other representations or warranties. In particular, whether without limiting the foregoing disclaimer, neither the Company nor any other person, including the Stockholder, makes or has made by any representation or warranty to Parent, Merger Sub or any of their respective affiliates (other than those made to Parent Bank in Article III and Article IV of the Bank Merger Agreement) or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or any of their respective Affiliates businesses, or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, (ii) except for the representations and warranties made by the Company in Article IV III, any oral or written information presented to Parent, Merger Sub or any of their respective affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. The Company acknowledges and agrees that none of Parent, Merger Sub nor any other person has made or is making any express or implied representation or warranty other than those contained in Article V. (as qualified b) Except for the representations and warranties made by the applicable items disclosed Stockholder in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company Stockholder nor any other Person is making person, including the Company, makes any express or implied representation or warranty with respect to the Stockholder, and the Stockholder hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Stockholder nor any other person, including the Company, makes or has made any representations representation or warrantywarranty to Parent, expressed Merger Sub or implied, at law any of their respective affiliates (other than those made to Parent Bank in Article III and Article IV of the Bank Merger Agreement) or in equity, Representatives with respect to the Stockholder, except for the representations and warranties made by the Stockholder in Article IV, any oral or on behalf written information presented to Parent, Merger Sub or any of their respective affiliates or Representatives in the course of their due diligence investigation of the Company Stockholder, the negotiation of this Agreement or in the course of the transactions contemplated hereby. The Stockholder acknowledges and agrees that none of Parent, Merger Sub nor any other person has made or is making any express or implied representation or warranty other than those contained in Article V. (c) Except for the representations and warranties made by Parent and Merger Sub in Article V, none of Parent, Merger Sub or any other person makes any express or implied representation or warranty with respect to Parent, its Subsidiaries, Merger Sub, or their respective businesses, operations, assets, liabilities, conditions (financial condition, 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 otherwise) or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to , and Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, none of Parent, Merger Sub or any other person makes or has made any representation or warranty to the Company or the Stockholder or any of their affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Parent, Merger Sub, any of their respective Subsidiaries or their respective businesses, or (ii) except for the representations and warranties that may have been made by Parent and Merger Sub in Article V, any Person, and acknowledges and agrees that oral or written information presented to the Company or the Stockholder or any of their affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Parent and its Affiliates have specifically disclaimed Merger Sub acknowledge and do hereby specifically disclaim agree that none of the Company, the Stockholder or any such other representations person has made or is making any express or implied representation or warranty other than those contained in Article III and warrantiesArticle IV.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 ‎‎Article 3 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c8.02(d), neither Parent nor any other Person (including either Merger Sub) makes none of the Company Entities, Truist or their respective Related Parties has made or is making any express or implied representation or warranty, expressed warranty of any nature to the Buyer Entities or impliedtheir Related Parties, at law or in equity, with respect to or on behalf of Parent or matters relating to Truist, its Subsidiariesrespective Related Parties, the Company Entities, their businessesrespective businesses or any other matter related to or in connection with the transactions contemplated hereby, operations, assets, liabilities, financial condition, results of operations, future operating and the Company hereby expressly disclaims any such other representations or financial results, estimates, projections, forecasts, plans or prospects warranties (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or as to the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Buyer Entities). Without limiting the generality of the foregoing, none of Truist, the Company Entities or their respective Related Parties has made or is making any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Buyer Entities or their Related Parties of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company in any “data rooms,” “virtual data rooms,” management presentations Entities or in the future business and operations of the Company Entities or (ii) any other form in expectation of, information or in connection with, this Agreement documents made available to the Buyer Entities or their Related Parties with respect to the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations Company Entities or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates businesses or Representatives. Each operations (including as to the accuracy or completeness of Parentany such information or documents), Bidco except as expressly set forth in this ‎‎Article 3 and each Merger Sub the certificate to be delivered pursuant to Section 8.02(d). (b) Truist acknowledges and agrees that, except for the representations and warranties made by expressly set forth in ‎ ‎Article 4, the Company in Article IV (as qualified by Debt Commitment Letter, the applicable items disclosed in Equity Commitment Letters, the Company Disclosure Schedule in accordance with Section 11.05 Guarantees and the introduction to Article IV) and in other Transaction Agreements, none of the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor Buyer Entities or any other Person of their Related Parties has made or is making any express or has made implied representation or warranty of any representations nature to the Company, Truist or warranty, expressed or impliedany of their Related Parties, at law or in equity, with respect to or on behalf of the Company matters relating to Buyer or its SubsidiariesRelated Parties, their businessesrespective businesses or any other matter related to or in connection with the transactions contemplated hereby, operations, assets, liabilities, financial condition, results of operations, future operating and Truist acknowledges that the Buyer Entities hereby expressly disclaim any such other representations or financial results, estimates, projections, forecasts, plans or prospects warranties (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or as to the accuracy or completeness of any information regarding provided to the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesTruist).

No Other Representations and Warranties. Except Each of Ultimate Parent, Parent and Merger Sub acknowledges and agrees (for itself and on behalf of its Affiliates and representatives of any of the foregoing) that, except for the representations and warranties made by Parent expressly set forth in Article IV, (a) neither the Company nor any of its Affiliates or any Representative of the foregoing (or any other Person) makes, or has made, any representation or warranty relating to the Company or its financial condition, business, results of operations, properties, assets, liabilities, or prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated hereby, and none of Ultimate Parent, Parent, Merger Sub nor any of their Affiliates or any representatives of any of the foregoing is relying on, or has relied on, any representation or warranty except for those expressly set forth in Article V IV, (as qualified b) no Person has been authorized by the applicable items disclosed Company to make any representation or warranty relating to the Company or its financial condition, business, results of operations, properties, assets, liabilities, or prospects or otherwise in connection with this Agreement, the Parent Disclosure Schedule Merger or the other transactions contemplated hereby except for those expressly set forth in accordance with Section 11.05 Article IV, and if made, such representation or warranty has not be relied upon by Ultimate Parent, Parent, Merger Sub, or any of their Affiliates or representatives of any of the introduction to this Article V) and in foregoing for any reason, including as having been authorized by the certificate to be delivered by Parent pursuant to Section 9.03(cCompany (or any other Person), neither (c) Ultimate Parent, Parent nor any other Person (including either and Merger Sub) makes Sub and their Affiliates and representative of the foregoing have not relied or has made acted in reliance on, and are not relying or acting, including, as applicable, entering into or consummating this Agreement or the transactions contemplated hereby, in reliance on any representation or warranty, expressed express or implied, at law or in equity, with respect relating to or on behalf of Parent the Company or its Subsidiariesfinancial condition, their businessesbusiness, operations, results of operations, properties, assets, liabilities, financial conditionprospects, 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 Parent or its Subsidiaries or any other matter furnished or provided relating to the Company or made available in reliance on any materials, statements or information provided or addressed to Ultimate Parent, Parent or Merger Sub or their representatives or Affiliates, or the Company in accuracy and completeness thereof, and that no Person shall have any “data rooms,” “virtual data rooms,” management presentations liability with respect to any such representation, warranty, materials, statements or in information or omissions therefrom, and (d) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other form in expectation ofmaterials or information provided or addressed to Ultimate Parent, or in connection withParent, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Merger Sub or any of their respective Affiliates or Representatives. Each the representatives of Parentany of the foregoing, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties including any materials or information made by the Company in Article IV (as qualified by the applicable items disclosed available in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered electronic data room hosted by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, with this Agreement, the Merger or the other the transactions contemplated hereby or therebyin connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties unless and to the extent expressly set forth in Article IV. Each of Ultimate Parent, Bidco Parent and each Merger Sub specifically (for itself and on behalf of its Affiliates and the representatives of any of the foregoing), hereby disclaims that it is relying on any and all statements or has relied on any such other implied representations or warranties that may have been made by any Personexcept as expressly set forth in Article IV, and acknowledges and agrees that the Company there are no, and its Affiliates have specifically disclaimed and do hereby specifically disclaim none of them are relying upon any, representations or warranties of any such other representations and warrantieskind (express, implied, as to merchantability or fitness for a particular purpose, or otherwise) except as expressly set forth in Article IV.

No Other Representations and Warranties. Except for the representations and warranties made by Parent contained in this Article IV and Article V (as qualified by the applicable items disclosed disclosure schedules, in the Parent Disclosure Schedule certificates delivered at Closing and any representations and warranties in accordance the ancillary transaction documents, (A) the Company does not make any express or implied representations or warranties regarding any Acquired Company or the Acquisition, and (B) each Stockholder hereby disclaims any such representation or warranty with Section 11.05 respect to the execution and delivery of this agreement and the introduction to this Article V) consummation of the Acquisition. Purchaser shall acquire the Business and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made Acquired Companies without any representation or warrantywarranty as to merchantability or fitness for any particular purpose, expressed in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or implied, at law warranted in this Article IV or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects Article V (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in the certificates delivered at Closing), as qualified by the Disclosure Schedules, any other form representations and warranties in expectation ofthe ancillary transaction documents, or and without limiting any express remedy provided for in connection with, this Agreement or the transactions contemplated herebyany Ancillary Transaction Documents. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except Except for the representations and warranties made by the Company contained in this Article IV (and Article V as qualified by the applicable items disclosed disclosure schedules, in the Company Disclosure Schedule in accordance with Section 11.05 certificates delivered at Closing and the introduction to Article IV) any representations and warranties in the certificate ancillary transaction documents, no Person shall be deemed to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making make or has have made any representations representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results(1) any projections, 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 the Company or its Subsidiaries or any other matter furnished or provided budgets heretofore delivered to Parent or made available to Parent in Purchaser or its counsel, accountants, or advisors of future revenues, expenses, or expenditures or future results of operations of any “data rooms,” “virtual data rooms,” management presentations Acquired Company or in (2) any other form in expectation ofinformation or documents (financial or otherwise) made available to Purchaser or its counsel, accountants, or in connection with, this Agreement, advisors with respect to any Acquired Company or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesAcquisition.

No Other Representations and Warranties. Except for the representations and warranties made by Parent Exxxxxx in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)‎4, neither Parent nor none of Exxxxxx, Xxxxxxx Sub, Newco, Merger Subsidiary or any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent Exxxxxx or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects Subsidiaries (including the reasonableness of the assumptions underlying such estimatesNewco and Merger Subsidiary), projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent Exxxxxx or its Subsidiaries (including Newco and Merger Subsidiary) or any other matter furnished or provided to the Company Aspen or made available to the Company Aspen in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement the Transaction Documents or the transactions contemplated herebyTransactions. Parent Exxxxxx and its Subsidiaries (including Newco and Merger Subsidiary) disclaim any other representations or warranties, whether made by Parent Exxxxxx or any of its Subsidiaries (including Newco and Merger Subsidiary) or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub Exxxxxx acknowledges and agrees that, except for the representations and warranties made by the Company Aspen in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)‎3, neither the Company Aspen nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company Aspen or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company Aspen or its Subsidiaries or any other matter furnished or provided to Parent Exxxxxx or made available to Parent Exxxxxx in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreementthe Transaction Documents, or the transactions contemplated hereby or therebyTransactions. Each Notwithstanding the foregoing, nothing in this Agreement shall limit any party’s remedies in the case of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesactual fraud.

No Other Representations and Warranties. Except for the representations and warranties made by Holdings and Parent in this Article V (as qualified by 5 together with the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 certificates and the introduction to this Article V) and in the certificate to be other documents delivered by Parent pursuant to Section 9.03(c)hereto, neither Parent nor none of Holdings, Merger Sub or Amalgamation Sub or any other Person (including either Merger Sub) makes any express or has made any implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to Holdings, Merger Sub or on behalf Amalgamation Sub or any Subsidiary of Parent Holdings, Merger Sub or its SubsidiariesAmalgamation Sub or their respective businesses, their businessesassets, operations, assets, liabilities, condition (financial condition, 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 otherwise) or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection withand Holdings, this Agreement or the transactions contemplated hereby. Parent Merger Sub and its Subsidiaries Amalgamation Sub, respectively, hereby disclaim any such other representations or warranties. In particular, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees thatwithout limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Holdings in this Article 5 together with the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 certificates and the introduction to Article IV) and in the certificate to be other documents delivered by the Company Parent pursuant to Section 9.02(c)hereto, neither the Company nor none of Holdings, Merger Sub or Amalgamation Sub or any other Person is making makes or has made any representations representation or warranty, expressed warranty to the Company or implied, at law or in equityany of its Representatives, with respect to (a) any financial projection, forecast, estimate, budget or on behalf prospective information relating to Holdings, Merger Sub or Amalgamation Sub, any Subsidiary of the Company Holdings, Merger Sub or its Subsidiaries, Amalgamation Sub or their businesses, operations, assets, liabilities, financial condition, results of operations, future operating respective businesses or financial results, estimates, projections, forecasts, plans operations or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans b) any oral or prospects) or the accuracy or completeness of any written information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent the Company or any of its Representatives in any “data rooms,” “virtual data rooms,” management presentations the course of its due diligence investigation of Holdings, Merger Sub and Amalgamation Sub, the negotiation of this Agreement or in any the consummation of the Mergers, the Arrangement and the other form in expectation of, or in connection with, transactions contemplated by this Agreement, including the accuracy, completeness or the transactions contemplated hereby or thereby. Each currentness thereof, and none of ParentHoldings, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on Amalgamation Sub or any such other representations or warranties that may Person will have been made by any Person, and acknowledges and agrees that liability to the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim or any other Person in respect of such other representations and warrantiesinformation, including any subsequent use of such information, except in the case of fraud.

No Other Representations and Warranties. Except for (a) Notwithstanding anything to the contrary in this Agreement, the representations and warranties made by Parent of Valor contained in this Article V (Agreement, as qualified modified by the applicable items disclosed Valor Disclosure Schedules, or any certificate delivered in connection herewith constitute the Parent Disclosure Schedule sole and exclusive representations and warranties of Valor, its Subsidiaries and any of its Affiliates and their respective officers, directors and representatives, in accordance connection with Section 11.05 the Transactions, and the introduction to this Article Vall other representations, warranties, statements or information made, communicated or furnished (orally or in writing) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor of any other Person kind or nature (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimatesand information made available in “data rooms,” management presentations, projectionsfunctional “break-out” discussions, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries responses to questions submitted or any other matter furnished form in connection with HW’s consideration and review of the Transactions) are disclaimed. Without limiting the generality of the foregoing, other than as expressly set forth in this Article 4, no Person has made any representation or provided warranty to HW or any of its Affiliates with respect to Valor or any of its Subsidiaries, the Valor Capital Stock, the Valor Products, the Valor Business or any other matter, including with respect to (a) merchantability, suitability or fitness for any particular purpose, (b) the operation of this ISR Surviving Company and its Subsidiaries by Holdco after the Closing, (c) the probable success or profitability of the ISR Surviving Company and its Subsidiaries after the Closing or (d) any information, documents or material made available to the Company HW, its Affiliates or their respective Representatives in any “data rooms,” information memoranda, management presentations, functional “virtual data rooms,break-out” management presentations discussions or in any other form in expectation of, or forum in connection with, this Agreement or with the transactions contemplated herebyby this Agreement, including any estimation, valuation, appraisal, projection or forecast with respect to the Valor, any of its Subsidiaries, the ISR Surviving Company or the Valor Products. Parent and its Subsidiaries disclaim any other representations Valor makes no express or warrantiesimplied representation or warranty hereby or otherwise under this Agreement as to the future experience, whether made by Parent success or profitability of the ISR Surviving Company or any of its Subsidiaries or any of their respective Affiliates the Valor Products. (b) Valor acknowledges, agrees and confirms (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Transactions; (ii) it has been furnished with or Representatives. Each of Parent, Bidco given adequate access to such information about HW as it has requested; and each Merger Sub acknowledges and agrees that, except for (iii) the representations and warranties made of HW contained in this Agreement, as modified by the Company HW Disclosure Schedules, or any certificate delivered in Article IV (as qualified by connection herewith constitute the applicable items disclosed sole and exclusive representations and warranties of HW, its Subsidiaries and Affiliates and their respective officers, directors and representatives, in connection with the Company Disclosure Schedule in accordance with Section 11.05 Transactions and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)neither HW, neither the Company its Subsidiaries, Affiliates nor any their respective officers, directors and representatives make any other Person is making representation or has made warranty of any representations kind or warrantynature whatsoever, expressed oral or written, express or implied, at law or in equity, with respect to or on behalf of the Company or its SubsidiariesHW, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesTransactions.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) Agreement and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be Closing Certificates delivered by the Company pursuant to Section 9.02(c)this Agreement, the Purchaser hereby acknowledges that neither the Seller or the Company nor or any of their shareholders, directors, officers, employees, affiliates, advisors, agents, representatives, nor any other Person Person, has made or is making any other express or has made any representations implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of the Company or its Subsidiaries, their businesses, business or operations, assetsincluding with respect to any information provided or made available to Purchaser. Neither the Seller or the Company nor or any of their shareholders, liabilitiesdirectors, financial conditionofficers, results employees, affiliates, advisors, agents, representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Purchaser or any other Person resulting from the delivery, dissemination or any other distribution to Purchaser or any other Person, or the use by Purchaser or any other Person, of operationsany such information provided or made available to them, future operating except in this Agreement and in the Company Closing Certificates delivered by the Company pursuant to this Agreement, by the Seller, Company, or financial resultsany of their shareholders, directors, officers, employees, affiliates, advisors, agents, representatives, or any other Person, including any information, documents, estimates, projections, forecastsforecasts or other forward-looking information, business 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 the Company or its Subsidiaries or any other matter furnished or materials provided to Parent or made available to Parent Purchaser or any other Person in any certain “data rooms,” “virtual data rooms,” confidential information memoranda or management presentations in anticipation or in contemplation of any other form in expectation of, or in connection with, this Agreement, or of the transactions contemplated hereby or therebyby this Agreement. (b) PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE COMPANY CLOSING CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THIS AGREEMENT, INCLUDING IN ARTICLE II HEREOF, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY THE COMPANY OR ANY OTHER PERSON, INCLUDING WITH RESPECT TO THE COMPANY, ITS ASSETS AND LIABILITIES, OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each of ParentWITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any PersonEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE COMPANY CLOSING CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THIS AGREEMENT, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesTHERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

No Other Representations and Warranties. Except for the specific representations and warranties made by Parent contained in the Transaction Documents (including in any closing certificate furnished under this Article V (Agreement with respect thereto), but in each case as qualified modified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedules hereto), neither Parent nor none of Seller or any other Person (including either Merger Sub) makes makes, and Seller disclaims, any express or has made any implied representation or warranty, expressed or implied, at law or in equity, including with respect to or on behalf of Parent Seller or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects Subsidiaries (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospectsDVU Transferred Entities) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent by this Agreement, and its Subsidiaries disclaim Seller disclaims any other representations or warranties, whether made by Parent Seller, any of its Affiliates or any of its Subsidiaries officers, directors, managers, employees, agents or any of their respective Affiliates other Representative. Any documents, title information, assessments, surveys, plans, specifications, reports and studies, or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties other information made available to Buyer by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Seller (collectively, the Company or its Subsidiaries“Review Documents”) are provided as information only. Except for the specific representations and warranties contained in the Transaction Documents (in each case as modified by the Disclosure Schedules hereto), their businessesSeller has not made, operationswill not make, assetsand has not authorized anyone else to make, liabilitiesany representation as to: (a) the accuracy, financial condition, 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 reliability or completeness of any information regarding of the Company Review Documents; (b) the condition of any buildings, structures or its Subsidiaries other improvements at the Leased Real Property; (c) the operating condition of the properties or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation assets of the University; (d) the Environmental Conditions of the Leased Real Property; (e) the enforceability of, or in connection withBuyer’s ability to obtain the benefits of, this Agreementany agreement of record affecting the University; or (f) the transferability or assignability of any Contract or License. SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, or the transactions contemplated hereby or therebyWARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR 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). Each of ParentSELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesPROFITABILITY OR VALUE OF ANY OF THE UNIVERSITY OR THE DVU TRANSFERRED ENTITIES.

No Other Representations and Warranties. Except for the representations and warranties made by expressly set forth in Article III, each of Parent in this Article V and Merger Sub (as qualified by a) (i) specifically acknowledges and agrees that neither the applicable items disclosed in Company, the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)Company Entities nor any of their respective Affiliates, neither Parent Representatives or equity holders nor any other Person makes, or has made, any other express or implied representation or warranty whatsoever (whether at law (including either Merger Subat common law or by statute) makes or has made any representation or warranty, expressed or implied, at law or in equity), including with respect to the Company Entities or on behalf of Parent or its Subsidiariestheir respective businesses, their businessesassets, employees, Permits, liabilities, operations, assetsprospects, liabilitiescondition (financial or otherwise) or any Projection, financial conditionand (ii) hereby expressly waives and relinquishes any and all rights, results Claims or causes of operationsaction (whether in contract or in tort or otherwise, future operating or financial results, estimates, projections, forecasts, plans or prospects whether at law (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans at common law or prospectsby statute) or in equity) based on, arising out of or relating to any such other representation or warranty or any Projection, (b) specifically acknowledges and agrees to the accuracy or completeness Company’s express disclaimer and negation of any information regarding Parent such other representation or its Subsidiaries warranty or any Projection and of all liability and responsibility for any such other matter furnished representation or provided to warranty or any Projection and (c) expressly waives and relinquishes any and all rights, Claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at 829649.04-LACSR01A - MSW common law or by statute) or in equity) against (i) the Company in connection with accuracy, completeness or materiality of any Projection and (ii) any Affiliate of the Company or made available to the Company’s or any such Affiliate’s respective Representatives or equity holders, and hereby specifically acknowledges and agrees that such Affiliate of the Company in or the Company’s or any “data rooms,” “virtual data rooms,” management presentations such Affiliate’s respective Representatives or in any other form in expectation ofequity holders shall have no liability or obligations, based on, arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim negotiation, execution, performance or subject matter of this Agreement, including (A) for any other representations alleged nondisclosure or warranties, whether misrepresentations made by Parent any such Person or (B) in connection with accuracy, completeness or materiality of any of its Subsidiaries or any of their respective Affiliates or RepresentativesProjection. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees thatthat (1) it has conducted to its satisfaction its own independent investigation of the transactions contemplated by this Agreement (including with respect to the Company Entities and their respective businesses, operations, assets and liabilities) and, in making its determination to enter into this Agreement and proceed with the transactions contemplated by this Agreement, has relied solely on the results of such independent investigation and the representations and warranties expressly set forth in Article III, respectively, and (2) except for the representations and warranties made expressly set forth in Article III, it has not relied on, or been induced by, any representation, warranty or other statement of or by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)or any of its Affiliates, neither the Company nor Representatives or equity holders or any other Person is making Person, including any Projection or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company Entities or its Subsidiariesany of their respective businesses, their businessesassets, employees, Permits, liabilities, operations, assets, liabilities, prospects or condition (financial condition, 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 prospectsotherwise) or any Projection, in determining to enter into this Agreement and proceed with the accuracy Merger or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, transactions contemplated by this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in or any document, agreement, certificate or other instrument contemplated hereby, none of the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor Parties or any other Person (including either Merger Sub) makes or on behalf of a Parent Party has made any representation or warranty, expressed or implied, at law or in equity, with respect to the Parent Parties or on behalf any of Parent or its Subsidiariestheir respective Affiliates, their respective businesses, operations, assets, liabilities, condition (financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company Parent Parties or its Subsidiaries any of their respective Affiliates. In particular, without limiting the foregoing disclaimer, none of the Parent Parties or any other matter Person on behalf of a Parent Party makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to the Parent Parties, except for the representations and warranties made by the Parent Parties in this Article V or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence of the Parent Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that none of the Company or any other Person on behalf of the Company has made or is making any representations or warranties relating to the Acquired Companies whatsoever, express or implied, beyond those expressly given by the Company in Article IV or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any Acquired Company furnished or provided to Parent or made available to the Parent in Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent expressly set forth in this Article V ARTICLE 2 (as qualified modified by the applicable items disclosed in the Parent Seller Disclosure Schedule in accordance with Section 11.05 Letter) and the introduction to this Article V) and in the certificate Ancillary Agreements to be delivered by Parent pursuant entered into at or prior to Section 9.03(c)the Closing, neither Parent Seller nor any of its Affiliates nor any of their respective directors, officers, employees, stockholders, agents or representatives nor any other Person (including either Merger Sub) makes on their behalf makes, or has made shall be deemed to make or have made, any representation or warrantywarranty to Buyer regarding the Business, expressed the Transferred Subsidiaries, Seller, the Asset Sellers, the Transferred Assets, the Transferred Equity Interests, the Assumed Liabilities, the Excluded Assets, the Excluded Liabilities or otherwise in respect of the transactions contemplated by this Agreement, express or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries Seller or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofAffiliate of Seller, or in connection withand Seller, on behalf of itself and its Affiliates, by this Agreement disclaims any such representation or warranty, notwithstanding the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations delivery or warrantiesdisclosure to Buyer, whether made by Parent or any of its Subsidiaries directors, officers, employees, stockholders, agents or representatives or any other Person of any documentation or other information by Seller or any Affiliate of Seller or any of their respective Affiliates directors, officers, employees, stockholders, agents or Representatives. Each representatives or any other Person with respect to any one or more of Parent, Bidco and each Merger Sub the foregoing (b) Seller acknowledges and agrees that, that except for the representations and warranties made by the Company expressly set forth in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 ARTICLE 3 and the introduction to Article IV) and in the certificate Ancillary Agreements to be delivered by entered into at or prior to the Company pursuant to Section 9.02(c)Closing, neither the Company nor Buyer, its Affiliates or any of Buyer’s and its Affiliates’ respective directors, officers, employees, stockholders, agents, representatives or lenders or any other Person is making or makes, has made or shall be deemed to make or have made any representations representation or warrantywarranty to Seller or any Affiliate of Seller or any of their respective directors, expressed officers, employees, stockholders, agents or representatives, express or implied, at law or in equity, on behalf of Buyer or any of its Affiliates, and Seller, its Affiliates and any of Seller’s and its Affiliates’ respective directors, officers, employees, stockholders, agents, representatives or lenders by this Agreement disclaims any such representation or warranty, whether by Buyer, its Affiliates or any of Buyer’s and its Affiliates’ respective directors, officers, employees, stockholders, agents, representatives or lenders or any other Person, notwithstanding the delivery or disclosure to Seller or any Affiliate of Seller or any of their respective directors, officers, employees, stockholders, agents or representatives or any other Person of any documentation or other information by Buyer, its Affiliates or any of Buyer’s and its Affiliates’ respective directors, officers, employees, stockholders, agents, representatives or lenders or any other Person with respect to any one or on behalf more of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesforegoing.

No Other Representations and Warranties. Except for the representations and or warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in or any document, agreement, certificate or other instrument contemplated hereby, none of the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor Parties or any other Person (including either Merger Sub) makes or on behalf of a Parent Party has made any representation or warranty, expressed or implied, at law or in equity, with respect to the Parent Parties or on behalf any of Parent or its their respective Subsidiaries, their respective businesses, operations, assets, liabilities, condition (financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cotherwise), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company Parent Parties or its Subsidiaries any of their respective Subsidiaries. In particular, without limiting the foregoing disclaimer, none of the Parent Parties or any other matter Person on behalf of a Parent Party makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to the Parent Parties, except for the representations and warranties made by the Parent Parties in this Article V or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence of the Parent Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that none of the Company or any other Person on behalf of the Company has made or is making any representations or warranties relating to the Acquired Companies whatsoever, express or implied, beyond those expressly given by the Company in Article IV or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any Acquired Company furnished or provided to Parent or made available to the Parent in Parties or any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiestheir respective Representatives.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent in this Article V (as qualified by 4 together with the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 certificates and the introduction to this Article V) and in the certificate to be other documents delivered by Parent pursuant to Section 9.03(c)hereto, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries or their respective businesses, assets, operations, liabilities, condition (including either Merger Subfinancial or otherwise) or prospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent in this Article 4 together with the certificates and other documents delivered by Parent pursuant hereto, neither Parent nor any other Person makes or has made any representation or warranty, expressed warranty to the Company or implied, at law or in equityany of its Representatives, with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Parent, any of Parent’s Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Company or any of its Representatives in the course of their due diligence investigation of Parent and its Subsidiaries, the negotiation of this Agreement or the consummation of the Mergers, the Arrangement and the other transactions contemplated by this Agreement, including the accuracy, completeness or currentness thereof, and neither Parent nor any other Person will have any liability to the Company or any other Person in respect of such information, including any subsequent use of such information, except in the case of fraud. (b) The Company acknowledges and agrees that it (i) has had an opportunity to discuss the business of the Parent Parties and their respective Subsidiaries with the management of the Parent Parties, (ii) has had reasonable access to (A) the books and records of the Parent Parties and their respective Subsidiaries and (B) the documents provided by the Parent Parties for purposes of the Mergers, the Arrangement and the other transactions contemplated by this Agreement, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Parent Parties and (iv) has conducted its own independent investigation of the Parent Parties and their respective Subsidiaries, their respective businesses and Mergers, the Arrangement and the other transactions contemplated by this Agreement, and has not relied on any representation, warranty or other statement by any Person on behalf of the Parent Parties or its Subsidiariesany of their respective Subsidiaries or otherwise, other than the representations and warranties of the Parent Parties expressly contained in this Article 4 and Article 5 and that all other representations and warranties are specifically disclaimed. Without limiting the foregoing, the Company further acknowledges and agrees that none of the Parent Parties or any of their businessesrespective stockholders, operationsdirectors, assetsofficers, liabilitiesemployees, financial conditionAffiliates, results of operationsadvisors, future operating agents or financial results, other representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or prospects other forward-looking information regarding the Parent Parties, their respective Subsidiaries or their respective businesses and operations. The Company hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which the Company is familiar, that the Company is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any and other matter furnished or provided to forward-looking information), and that the Company or made available to the Company in will have no claim against any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Party or any of their respective Affiliates stockholders, directors, officers, employees, Affiliates, advisors, agents or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, representatives with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesthereto.

No Other Representations and Warranties. Except for the representations and warranties made by Parent of Company contained in this Article V 3 (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article Vincluding any Schedules referenced herein) and in any written certificate delivered pursuant hereto, Parent and Merger Sub are entering into this Agreement and will acquire the Shares AS IS AND WITHOUT ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY. Except for the representations and warranties of Company contained in this Article 3 (including any Schedules referenced herein) and in any written certificate to be delivered by Parent pursuant to Section 9.03(c)hereto, neither Parent Company, any Subsidiary, any Shareholder, any directors, officers, Affiliates, Representatives, employees, agents or equityholders of any of them, nor any other Person (including either Merger Sub) makes or Person, has made or will be deemed to have made any express or implied representation or warranty, expressed or implied, at law or in equity, with respect to either written or oral, on behalf of Company, any Subsidiary or any Shareholder, to Parent and its Representatives, with respect to: (a) the business, assets, Liabilities, results of operations or financial condition of Company and its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating including any representation or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or warranty as to the accuracy or completeness of any information regarding Parent or Company and its Subsidiaries or any other matter furnished or provided to the Company or made available (including the Confidential Information Presentation prepared by BlackArch dated November, 2015 (the “Confidential Information Presentation”), and any information, documents or material made available to the Company Parent and its Representatives, in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, of the transactions contemplated by this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations Covered Agreement) (collectively, the “Evaluation Materials”); (b) the future sales, revenue, profitability or warrantiessuccess of Company, whether made by Parent any Subsidiary or the Business, or any representation or warranty arising from statute or otherwise in law, from a course of dealing or from a usage of trade; or (c) Company or any of its Subsidiaries or any the execution and delivery of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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) this Agreement or the accuracy or completeness of any information regarding the other Covered Agreements executed by Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent (except as expressly set forth in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, such Covered Agreements) or the transactions contemplated hereby or and thereby. Each of Parent, Bidco and each Merger Sub specifically Company hereby expressly disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any all such other representations and warranties, and Parent and Merger Sub each hereby disclaims any reliance upon any such other representation and warranty.

No Other Representations and Warranties. (a) Except for (i) the representations and warranties made by Parent contained in this Article V III and (as qualified by the applicable items disclosed ii) in the Parent Disclosure Schedule in accordance connection with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made supplied by the Company in Article IV (as qualified by the applicable items disclosed for inclusion in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)Form S-4, TCM acknowledges that neither the Company nor any other Person is making person makes any express or has made any representations implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to the Company or its subsidiaries, the business of the Company and its subsidiaries or otherwise or with respect to any other information provided to TCM, whether on behalf of the Company or such other persons, including the success or profitability of the ownership, use or operation of the business of the Company and its subsidiaries after the Closing. (b) In connection with TCM’s investigation of the Assets and the business of the Company and its subsidiaries, TCM may have received or may receive from or on behalf of the Company or its Subsidiariessubsidiaries certain projections or forward-looking statements, their businesses, including projected statements of operating revenues and income from operations, assets, liabilities, financial condition, results of operations, future operating or financial results, . TCM acknowledges that there are uncertainties inherent in attempting to make such estimates, projectionsprojections and other forecasts and plans, forecaststhat TCM is familiar with such uncertainties, plans or prospects (including the reasonableness that TCM is taking full responsibility for making its own evaluation of the assumptions underlying adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, and that TCM, in the absence of fraud, or except as provided in the next sentence, shall have no claim against the Company or any of its subsidiaries or any other person acting on their behalf with respect thereto whether before or after the execution and delivery of this Agreement or the Closing Date. Accordingly, neither the Company nor its subsidiaries make any representation or warranty with respect to such estimates, projections, forecastsforward-looking statements and other forecasts and plans, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees except that the Company and its Affiliates have specifically disclaimed subsidiaries had a reasonable basis to make such estimates, projections, forward-looking statements and do hereby specifically disclaim any such other forecasts and plans. Notwithstanding the foregoing, nothing in this Section 4.23(b) shall be construed to limit the representations and warrantieswarranties of TCM contained in Sections 4.07, 4.08, 4.10, 4.11 and 4.18.

No Other Representations and Warranties. Except for the representations and warranties expressly made by Parent and Merger Sub in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)IV, neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, warranty with respect to or on behalf of Parent or its Subsidiaries, the Parent Subsidiaries or their businessesrespective business, operations, assets, liabilities, condition (financial condition, 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 otherwise) or prospects) , notwithstanding the delivery or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided disclosure to the Company or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Parent and Merger Sub acknowledge that in entering into this Agreement, each relied solely upon its independent investigation and analysis and the representations and warranties of the Company and the Company Subsidiaries set forth in Article III and that the Company makes no representation or warranty as to any matter whatsoever except as expressly set forth in this Agreement or in any certificate delivered by the Company to Parent or Merger Sub in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that the Company makes no representation or warranty with respect to (a) any projections, estimates or budgets delivered or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Merger Sub (or any of their respective Affiliates Affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and the Company Subsidiaries or (b) the future business and operations of the Company and the Company Subsidiaries. Each of Absent fraud, the Company, the Company Subsidiaries, and their respective Affiliates, stockholders, members, and Representatives will have no liability or responsibility based upon any information provided or made available or statements made or omissions therefrom to Parent, Bidco and each Merger Sub acknowledges and agrees thatthe Parent Subsidiaries or their respective Representatives, except for as and only to the representations and warranties made by the Company extent expressly set forth in Article IV this Agreement (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cLetter), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations and Warranties. Except for the representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf Each of Parent or and Merger Sub has conducted its Subsidiaries, their businessesown independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or condition and prospects (including the reasonableness of the assumptions underlying Company and its Subsidiaries and each of them acknowledges that it and its Representatives have received access to such estimatesbooks and records, projectionsfacilities, forecastsequipment, plans or prospects) or contracts and other assets of the accuracy or completeness Company and its Subsidiaries 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 and its Subsidiaries. Each of Parent and Merger Sub acknowledges that neither the Company nor any information regarding Person on behalf of the Company makes, and none of Parent or its Subsidiaries Merger Sub has relied upon, any express or any other matter furnished implied representation or provided warranty with respect to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or with respect to any of their respective Affiliates other information provided to Parent or RepresentativesMerger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 3. Each of Parent, Bidco Parent and each Merger Sub acknowledges and agrees that, except for to the representations and warranties made fullest extent permitted by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c)Law, neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates Subsidiaries, and their respective affiliates, stockholders, controlling persons or Representatives shall not have specifically disclaimed any liability or responsibility whatsoever to Guarantor, 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 do hereby specifically disclaim any such financial statements and any projections, estimates or other representations 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 warrantiesonly to the extent expressly set forth in Article 3.

No Other Representations and Warranties. Except (a) Each of the Parent and Merger Sub acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Company and its businesses and operations, and Parent and Merger Sub have been furnished with or given full access to such information about the Company and its businesses and operations as they requested. In connection with Parent’s and Merger Sub’s investigation of the Company and its businesses and operations, Parent, Merger Sub and their respective representatives have received from the Company or its representatives, certain projections and other forecasts for the representations Company and warranties made by certain estimates, plans and budget information. Parent and Merger Sub acknowledge and agree that (i) there are uncertainties inherent in this Article V attempting to make such projections, forecasts, estimates, plans and budgets; (as qualified by ii) Parent and Merger Sub are familiar with such uncertainties; and (iii) Parent and Merger Sub are taking full responsibility for making their own evaluations of the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 adequacy and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf accuracy of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, all estimates, projections, forecasts, plans and budgets so furnished to them or prospects their representatives. (including b) Without limiting the reasonableness generality of the assumptions underlying such estimatesforegoing, projectionsthe Indemnified Parties shall have no claim or right to recovery pursuant to this Article VII or otherwise, forecasts, plans or prospects) or and none of the accuracy or completeness of any information regarding Parent or its Subsidiaries Indemnified Parties or any other matter furnished person shall have or provided be subject to any liability to Merger Sub, Parent, the Indemnified Parties or any other person, with respect to (i) any information, documents or materials furnished, delivered or made available by the Company or made available its Affiliates, officers, directors, employees, agents or advisors to the Company Parent or Merger Sub, in any certain “data rooms,” “virtual data rooms,” ”, management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any contemplation of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each (ii) any projections, forecasts, estimates, plans or budgets of future revenue, 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 Company or the future business, operations or affairs of the Company heretofore or hereafter delivered to or made available to Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations their respective representatives or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesAffiliates.

No Other Representations and Warranties. Except for the specific representations and warranties made by Parent contained in Article III and this Article V IV (in each case as qualified modified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedules hereto), neither Parent none of the Selling Shareholders, nor the Company nor any other Person (including either Merger Sub) makes any other express or has made any implied representation or warranty, expressed or implied, at law or in equity, including with respect to or on behalf the Selling Shareholders, the Company, any of Parent or its the Company’s Subsidiaries, any of their businessesrespective Affiliates, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement Business or the transactions contemplated hereby. Parent by this Agreement, and its Subsidiaries the Company and the Selling Shareholders expressly disclaim any other representations or warranties, whether made by Parent or the Selling Shareholders, the Company, any of its Subsidiaries or the Company’s Subsidiaries, any of their respective Affiliates or any of their respective Representatives. Each Any reports and studies, projections, forecasts or other forward-looking information or business plans (including any information included in any confidential information memorandum and management presentations) made available to Buyer by the Selling Shareholders or their Affiliates (collectively, “Review Documents”) are provided as information only. Buyer shall not rely upon the Selling Shareholders’ provision of Parent, Bidco and each Merger Sub acknowledges and agrees that, except any Review Document(s) in lieu of conducting its own due diligence. Except for the specific representations and warranties made by the Company contained in Article III and this Article IV (in each case as qualified modified by the applicable items disclosed in Disclosure Schedules hereto), the Company Disclosure Schedule in accordance with Section 11.05 and the introduction Selling Shareholders have not made, do not make, and have not authorized anyone else to Article IVmake any representation as to: (a) and in the certificate accuracy, reliability or completeness of any of the documents delivered to be delivered by Buyer; (b) the Company pursuant to Section 9.02(ccondition of any building(s), neither structures or other improvements at the Company nor any other Person is making Real Property; (c) the operating condition of the properties or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf assets of the Company or any of its Subsidiaries; (d) the Environmental Conditions of the Real Property INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES; (e) the enforceability of, or Buyer’s ability to obtain the benefits of, any agreement of record affecting the Business: (f) the transferability or assignability of any Contract or Permit; or (g) any other matter or thing affecting or relating to the Company, any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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) Shares or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesBusiness.

No Other Representations and Warranties. Except for the specific representations and warranties made by Parent contained in Article 4 and this Article V 5 (including in any closing certificate furnished under this Agreement with respect thereto, but in each case as qualified modified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(cSchedules hereto), neither Parent the Seller nor any other Person (including either Merger Sub) makes makes, and the Seller disclaims, any express or has made any implied representation or warranty, expressed or implied, at law or in equity, including with respect to or on behalf of Parent or its Subsidiariesthe Seller, their businesses, operations, assets, liabilities, financial condition, 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) Xxxxxxxxxx Entities or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement System or the transactions contemplated hereby. Parent by this Agreement, and its Subsidiaries disclaim the Seller disclaims any other representations or warranties, whether made by Parent or any of its Subsidiaries or the Seller, the Xxxxxxxxxx Entities, any of their respective Affiliates or any of their respective officers, directors, managers, employees, agents or other Representatives. Each of ParentAny documents, Bidco title information, assessments, surveys, plans, specifications, reports and each Merger Sub acknowledges and agrees thatstudies, except for or other information made available to the representations and warranties made Purchaser by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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) Seller or the accuracy Xxxxxxxxxx Entities (collectively, the “Review Documents”) are provided as information only. Except for the specific representations and warranties contained in this Article 5 (in each case as modified by the Disclosure Schedules hereto), the Seller has not made, will not make and have not authorized anyone else to make, any representation as to: (a) the accuracy, reliability or completeness of any information regarding of the Company Review Documents; (b) the condition of any buildings, structures or its Subsidiaries other improvements at the Leased Real Property; (c) the operating condition of the properties or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation assets of the System; (d) the environmental conditions of the Leased Real Property; (e) the enforceability of, or in connection withthe Purchaser’s ability to obtain the benefits of, this Agreementany agreement of record affecting the System; or (f) the transferability or assignability of any Contract or Permit. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, or the transactions contemplated hereby or therebyTHE SELLER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE PURCASER BY ANY DIRECTOR, OFFICER, MANAGER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF THE XXXXXXXXXX ENTITIES OR ANY OF THEIR AFFILIATES). Each of ParentEXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, Bidco and each Merger Sub specifically disclaims that it is relying on or has relied on any such other representations or warranties that may have been made by any PersonTHE SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO THE PURCHASER REGARDING THE PROBABLE SUCCESS, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesPROFITABILITY OR VALUE OF ANY OF THE XXXXXXXXXX ENTITIES OR THE SYSTEM.

No Other Representations and Warranties. (a) Except for the representations and warranties made by Parent expressly set forth in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c), neither Parent nor any other Person (including either Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, 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 Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries or any of their respective Affiliates or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article IV (as qualified by the applicable items disclosed Seller Disclosure Schedule) or, solely with respect to the Specified Sellers, in Article III (as qualified by the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(cSchedule), neither none of the Company nor Sellers, any of their respective Affiliates or any other Person on behalf of any Seller makes any express or implied representation or warranty (and there is making and has been no reliance by the Parent, Purchaser or has made any representations of their representatives on any such representation or warranty, expressed or implied, at law or in equity, ) with respect to any other information provided, or on behalf of the Company or its Subsidiariesmade available, to Parent, Purchaser, their businessesAffiliates or representatives in connection with the transactions contemplated hereby, operations, assets, liabilities, financial condition, 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 thereof. Without limiting the foregoing, except for any information regarding remedies available under this Agreement with respect to the representations and warranties expressly set forth in this Article IV (as qualified by the Seller Disclosure Schedule) or, solely with respect to the Specified Sellers, in Article III (as qualified by the Company or its Subsidiaries Disclosure Schedule), none of the Sellers or any other matter furnished Person will have or provided be subject to Parent any liability or other obligation to Parent, Purchaser or their Affiliates or representatives or any other Person resulting from the Parent’s, Purchaser’s or their Affiliates’ or representatives’ use of any information, documents, projections, forecasts or other material made available to Parent Parent, Purchaser or their Affiliates or representatives, including any information made available in any the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “data rooms,break-out” “virtual data rooms,” management presentations discussions, responses to questions submitted on behalf of Xxxxxx, Purchaser, or their representatives or in any other form in expectation ofconnection with the Transactions. (b) Each Seller acknowledges and agrees that, other than the representations and warranties of Parent and Purchaser specifically contained in Article V, there are no representations or in connection withwarranties of Parent or Purchaser or their respective Subsidiaries either expressed or implied with respect to Parent, this AgreementPurchaser, their Subsidiaries or their and their Subsidiaries’ respective businesses or the transactions contemplated hereby hereby, individually or therebycollectively. Each Without limiting the foregoing, each Seller acknowledges that such Seller, together with and on behalf of Parentits Affiliates and Representatives, Bidco has made its own investigation of Parent and each Merger Sub Purchaser and their Subsidiaries and their respective businesses, and, except as provided in Article V, specifically disclaims that it is or they are relying on upon or has have relied on upon any such other representations or warranties that may have been made by any Person, and each Seller, together with and on behalf of its Affiliates and Representatives, acknowledges and agrees that the Company Xxxxxx, Purchaser and its their respective Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warrantiesrepresentation or warranty made by any Person.

No Other Representations and Warranties. Except The Buyer hereby acknowledges that: (a) except for the Seller Representations and Warranties, and then subject to the limitations on such representations and warranties made by Parent in this Article V (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with Section 11.05 and the introduction to this Article V) and in the certificate to be delivered by Parent pursuant to Section 9.03(c)set forth herein, neither Parent nor any other no Person (including either Merger Subthe Sellers, the Company, their respective Affiliates and each of their respective Representatives) makes has made, hereby makes, or has made shall hereafter make or be deemed to make: (i) any representation or warranty, expressed whether written or oral and whether express or implied, at law concerning or relating in equityany way to any Seller, with respect any Shares or any Target Company, including as to or on behalf of Parent or its Subsidiaries, their businesses, operationsthe financial condition, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans liabilities or prospects of any Target Company; (including the reasonableness of the assumptions underlying such estimatesii) any representation or warranty, projectionswhether written or oral and whether express or implied, forecasts, plans or prospects) or as to the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter Target Company furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation ofBuyer, or in connection with, this Agreement or the transactions contemplated hereby. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries Affiliates or any of their respective Affiliates Representatives, including: (1) any information set forth in the Confidential Information Memorandum with respect to the Company dated Summer 2021; (2) any information, documents or Representatives. Each of Parent, Bidco and each Merger Sub acknowledges and agrees that, except material posted at any time to the electronic data site established for the representations transaction and warranties accessible at xxx.xxx.xxxxxx.xxx/xxxxxxxx/000/xxxxxxxxx; and (3) any information, documents or material made available in any management presentations, functional “break-out” discussions or in response to questions or requests for information made by the Company in Article IV (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with Section 11.05 and the introduction to Article IV) and in the certificate to be delivered by the Company pursuant to Section 9.02(c), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company Buyer or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects Representatives (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or as to the accuracy or completeness of any such information regarding or documents); (b) notwithstanding anything to the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations contrary set forth herein or in any other form document, instrument or agreement: (i) to the extent the Buyer has received any forecasts, estimates, projections, statements of intent or statements of opinion, including projected financial statements, cash flow and revenue items, results of operations, financial condition, capital expenditure budgets, other financial information, market intelligence and predictions or business plan information, including in expectation ofany information memorandum, or any management presentations, (A) there are uncertainties inherent in connection withattempting to make such projections and forecasts and (B) the Buyer is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts on the assumption (hereby confirmed by the Sellers) that such projections and forecasts were prepared or made in reasonable good faith; (ii) no Person (including the Sellers, the Company, their respective Affiliates and each of their respective Representatives) has made, hereby makes, or shall hereafter make or be deemed to make any representation or warranty, whether written or oral and whether express or implied, as to the future revenue, profitability or success of any Target Company, or as to any projections or forecasts; (c) in entering into this Agreement and consummating the transactions contemplated by this Agreement, the Buyer: (i) has relied exclusively on (A) its own independent investigation of the Company, and (B) the Seller Representations and Warranties; (ii) except as set forth in clause (i) has not relied on any other representation or warranty of any other Person; and (iii) as a substantial inducement to the Sellers and the Company entering into this Agreement and consummating the transactions contemplated by his Agreement, hereby or thereby. Each expressly disclaims (on behalf of Parent, Bidco itself and each Merger Sub specifically disclaims that it is relying on or has relied its Affiliates) reliance on any such other representations or warranties that may have been made by any Person, warranties; and (d) the Sellers and acknowledges and agrees that the Company have relied on the acknowledgment of the Buyer set forth in this Section 7.02 in entering into this Agreement and its Affiliates have specifically disclaimed and do consummating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, any representation or warranty arising from statute or otherwise in Law (including as to merchantability or fitness for any particular purpose) that relates in any way to the Sellers or any Target Company is hereby specifically disclaim any such other representations and warrantiesexpressly disclaimed.