Common use of No Other Representations and Warranties Clause in Contracts

No Other Representations and Warranties. Parent and Merger Sub, on the one hand, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, except for the representations and warranties of the Company set forth in Article 3 and of Parent and Merger Sub set forth in Article 4, (a) no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) makes, and no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) has made, any representations or warranties, express or implied, relating to such party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this Agreement.

No Other Representations and Warranties. Parent Each of Xxxxxx and Merger SubSub has made its own inquiry and investigation into Saturn and its Affiliates and has made an independent judgment concerning the transactions contemplated by this Agreement. Each of Xxxxxx and Merger Sub represents, on the one handwarrants, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, that except for the representations and warranties of Saturn contained in this Agreement and the Company set forth in Article 3 and Saturn Support Agreement, none of Parent and Merger Sub set forth in Article 4Saturn, (a) no party (its Affiliates or any of its affiliatestheir respective Representatives, stockholders, directors, officers, employees, agents, representatives, advisors or nor any other person) makesPerson, makes or has made, and no party (none of Xxxxxx, Merger Sub, their Affiliates or any of its affiliatestheir respective Representatives, stockholders, directors, officers, employees, agents, representatives, advisors or nor any other person) Person, has maderelied upon, any representations or warranties, express or impliedimplied representation or warranty with respect to Saturn or its Affiliates or their respective businesses, relating to such partyoperations, its subsidiariesassets, its businesses or operations liabilities, condition (financial or otherwise) or prospects, including or with respect to any information provided or materialsmade available to Xxxxxx, documentsMerger Sub, estimatestheir 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 Saturn, its Affiliates or any of their respective Representatives nor any other Person makes or has made, and none of Xxxxxx, 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 forward-looking informationestimates, business plans or other material provided budgets of future revenues, expenses or made available to the other party 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 Saturn, its affiliatesAffiliates or the future businesses, stockholders, directors, officers, employees, agents, representatives, advisors operations or affairs of Saturn or its Affiliates or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, and (b) any information or materialsinformation, documents, projections, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or Xxxxxx, Merger Sub, any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, their Representatives or any other person (including Person in “any physical or virtual data rooms” room or management presentations) presentations in anticipation or contemplation of connection with the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of transactions contemplated by this Agreement or otherwise, or the accuracy or completeness of such information, except to the extent any such information or material is the subject of any expressly addressed by a representation or warranty set forth contained in this Agreement. Each party acknowledges Agreement or the Saturn Support Agreement (and agrees that it is not relying on any representations or warranties, express or implied, relating then only to the other partyextent so expressly addressed), and none of Saturn, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party Affiliates or any of its affiliatestheir respective Representatives, stockholdersnor any other Person, directorswill have or be subject to any liability or indemnification obligation to Xxxxxx, officersMerger Sub, employeesthe Surviving Corporation, agents, representatives, advisors their respective Affiliates or any other person (including Person in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this Agreementconnection therewith.

No Other Representations and Warranties. Parent and Merger Sub, on the one hand, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, except Except for the representations and warranties of the Company expressly set forth in Article 3 and of Parent and Merger Sub set forth in this Article 4, none of Parent, any of its affiliates or any other Person on behalf of Parent makes any express or implied representation or warranty (a) and there is and has been no party (reliance by the Company or any of its affiliates, stockholdersofficers, directors, officers, employees, agentsaccountants, representativesconsultants, advisors legal counsel, investment bankers, advisors, representatives or authorized agents on any other personsuch representation or warranty) makeswith respect to Parent, and no party (the Parent Subsidiaries or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) has made, any representations or warranties, express or implied, relating to such party, its subsidiaries, its their respective businesses or operations or otherwise, including with respect to any other information provided, or materialsmade available, to the Company or its Representatives or affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither Parent, Merger Sub nor 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, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party Company or any of its Representatives or affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or including any other person (including information made available in “the electronic data rooms” or management presentations) in anticipation or contemplation room maintained by Parent for purposes of the Merger or any other Transactiontransactions contemplated by this Agreement, and (b) any information teasers, marketing materials, consulting reports or materials, documentsconfidential information memoranda, estimatesmanagement presentations, projectionsfunctional “break-out” discussions, forecasts responses to questions submitted on behalf of the Company or other forward-looking information, business plans its Representatives or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or in any other person (including form in “data rooms” or management presentations) in anticipation or contemplation of connection with the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of transactions contemplated by this Agreement except Agreement, unless and to the extent any such information or material is the subject of any expressly included in a representation or warranty set forth contained in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this AgreementArticle 4.

No Other Representations and Warranties. Parent and Merger Sub, on the one hand, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the TransactionsMerger, except for the representations and warranties of the Company set forth in Article 3 Section 3, including the Company Disclosure Schedule, and of Parent and Merger Sub set forth in Article Section 4, (a) no party (or any of its affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives, advisors or any other person) makes, and no party (or any of its affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives, advisors or any other person) has made, any representations or warranties, express or implied, relating to such party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other TransactionMerger, and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other TransactionMerger, except to the extent of the representations and warranties expressly set forth in this Agreement.

No Other Representations and Warranties. Parent (a) The Partnership Entities acknowledge and Merger Sub, on the one hand, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, agree that except for the representations and warranties of the Company Parent Entities set forth in this Article 3 VI and the representations and warranties of Parent and Merger Sub such Persons set forth in Article 4the Support Agreements, (ai) no party (none of the Parent Entities, their respective Affiliates or Representatives nor any other Person makes or has made, and none of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors the Partnership Entities or any other person) makesPerson is relying upon, and no party (any express or implied representation or warranty with respect to any of its affiliatesthe Parent Entities, stockholders, directors, officers, employees, agents, representatives, advisors their respective Affiliates or any other person) has made, any representations Person related thereto or warranties, express their respective business or implied, relating to such party, its subsidiaries, its businesses or operations or otherwiseoperations, including with respect to any oral, written, video, electronic or other information provided or materialsmade available to the Partnership Entities or any of their respective Affiliates or Representatives or any oral, written, video, electronic or other information developed by the Partnership Entities, their respective Affiliates or any of their respective Representatives (including with respect to the accuracy or completeness thereof) and (ii) without limiting the generality of the foregoing clause (i), but subject to the representations, warranties and covenants of such Persons set forth in this Agreement and the Support Agreements, none of the Parent Entities, their respective Affiliates or Representatives nor any other Person will have or be subject to any liability or other obligation to the Partnership Entities or any other Person resulting from the distribution to the Partnership Entities, their Affiliates or any of their respective Representatives (in any form whatsoever and through any medium whatsoever), or the use by any of them, of any information, documents, estimates, projections, sample calculations, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to the other party or any of its affiliatesthem, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in due diligence materials, “data rooms” or management presentations) presentations (formal or informal, in anticipation person, by phone, through video or contemplation in any other format), in expectation of the Merger or any other Transaction, and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this AgreementTransactions.

No Other Representations and Warranties. (a) Each of the Parent and Merger Sub, on the one hand, and the Company, on the other hand, each Entities acknowledges and agrees that, in connection with this Agreement and the Transactions, except for the representations and warranties of the Company Partnership Entities set forth in this Article 3 V and the representations and warranties of Parent and Merger Sub such Persons set forth in Article 4the Support Agreements, (ai) no party (none of the Partnership Entities, their respective Affiliates or Representatives nor any other Person makes or has made, and none of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors the Parent Entities or any other person) makesPerson is relying upon, and no party (any express or implied representation or warranty with respect to any of its affiliatesthe Partnership Entities, stockholders, directors, officers, employees, agents, representatives, advisors their respective Affiliates or any other person) has made, any representations Person related thereto or warranties, express their respective business or implied, relating to such party, its subsidiaries, its businesses or operations or otherwiseoperations, including with respect to any oral, written, video, electronic or other information provided or materialsmade available to the Parent Entities or any of their respective Affiliates or Representatives or any oral, written, video, electronic or other information developed by the Parent Entities, their respective Affiliates or any of their respective Representatives (including with respect to the accuracy or completeness thereof) and (ii) without limiting the generality of the foregoing clause (i), but subject to the representations, warranties and covenants of such Persons set forth in this Agreement and the Support Agreements, none of the Partnership Entities, their respective Affiliates or Representatives nor any other Person will have or be subject to any liability or other obligation to the Parent Entities or any other Person resulting from the distribution to the Parent Entities, their Affiliates or any of their respective Representatives (in any form whatsoever and through any medium whatsoever), or the use by any of them, of any information, documents, estimates, projections, sample calculations, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to the other party or any of its affiliatesthem, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in due diligence materials, “data rooms” or management presentations) presentations (formal or informal, in anticipation person, by phone, through video or contemplation in any other format), in expectation of the Merger or any other Transaction, and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this AgreementTransactions.

No Other Representations and Warranties. Parent and Merger Sub, on the one hand, and the Company, on the other hand, each The Company hereby acknowledges and agrees that, in connection with this Agreement and the Transactions, except for the representations and warranties of the Company set forth in Article 3 and of Parent and Merger Sub set forth in Article 4this Schedule 3, (a) no party (none of Acquirer or any of its affiliatesSubsidiaries, stockholdersor any of its Affiliates, directorsstockholders or Representatives, officers, employees, agents, representatives, advisors or any other person) makes, and no party (has made or is making any express or implied representation or warranty with respect to the Acquirer or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors Subsidiaries or any other person) has made, any representations their respective business or warranties, express or implied, relating to such party, its subsidiaries, its businesses or operations or otherwiseoperations, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party Company or any of its affiliatesAffiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives, advisors or any other person (including person, or, except as otherwise expressly set forth in “data rooms” this Agreement, had or management presentations) in anticipation has any duty or contemplation obligation to provide any information to the Company or any of the Merger its Affiliates, stockholders or Representatives, or any other Transactionperson, in connection with this Agreement, the transactions contemplated by this Agreement or otherwise, and (b) to the fullest extent permitted by law, none of the Acquire or any information of its Subsidiaries, or materialsany of its Affiliates, documentsstockholders or Representatives, estimatesor any other person, projections, forecasts will have or be subject to any liability or indemnification or other forward-looking informationobligation of any kind or nature to the Company, business plans or any of its Affiliates, stockholders or Representatives, or any other material person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or Representatives, 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 the other party any of them by Parent or any of its affiliatesSubsidiaries, stockholdersor any of its or Affiliates, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other person person, and (including in “data rooms” or management presentations) in anticipation or contemplation subject to the express representations and warranties of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty Acquirer set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to Clause 2) none of the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party Company or any of its affiliatesAffiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives, advisors or any other person person, has relied on any such information (including in “data rooms” the accuracy or management presentationscompleteness thereof) in anticipation or contemplation of the Merger or any representations or warranties or other Transaction, except statements or omissions that may have been made by the Acquirer or any person with respect to the extent of Acquirer other than the representations and warranties set forth in this Agreement. Notwithstanding the foregoing or any other provision of this Agreement or otherwise, nothing herein shall, or shall be deemed or construed to, relieve any person from liability for such person’s fraud, limit any recourse or remedy available in respect of such person’s fraud, or preclude a determination that such person’s fraud occurred.

No Other Representations and Warranties. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, each Sub acknowledges and agrees that, in connection with this Agreement and the Transactions, that except for the representations and warranties of the Company set forth in Article 3 and of Parent and Merger Sub set forth IV or in Article 4any certificate delivered pursuant to Section 7.02(a), (a) no party (or neither the Company nor any of its affiliatesSubsidiaries, nor any of their respective stockholders, directors, officers, employees, agentsaffiliates, representativesadvisors, advisors agents or other Representatives, nor any other person, has made or is making to Parent or Merger Sub any other representation or warranty, express or implied, with respect to the Company or any Subsidiary of the Company or any other person) makesmatter, including with respect to any information provided or made available to Parent or Merger Sub, and no party (z) except for the representations and warranties set forth in Article IV or in any certificate delivered pursuant to Section 7.02(a), it has not been induced by or relied upon any representation, warranty or other statement, express or implied, made by the Company or any of its affiliates, Subsidiaries or any of their respective stockholders, directors, officers, employees, agentsaffiliates, representativesadvisors, advisors agents or other Representatives or any other person) has made. Neither the Company nor any Subsidiary of the Company, nor any representations of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or warrantiesother Representatives, express will have or implied, relating to such party, its subsidiaries, its businesses or operations or otherwise, including with respect be subject to any information liability to Parent or materialsMerger Sub or any other person as a result of the delivery, documentsdissemination or any other distribution to Parent, estimatesMerger Sub or their respective stockholders, projectionsdirectors, forecasts officers, employees, affiliates or other forward-looking informationRepresentatives, business plans or the use by Parent, Merger Sub or their respective stockholders, directors, officers, employees, affiliates or other Representatives on the behalf of Parent or Merger Sub of any information or other material provided or made available to the other party Parent, Merger Sub or any of its affiliates, their respective stockholders, directors, officers, employees, agents, representatives, advisors affiliates or any other person (including in “data rooms” or management presentations) Representatives in anticipation or contemplation of this Agreement or the Merger or (including any other Transaction, and (b) any information or materials, documents, estimates, projections, forecasts forecasts, forward looking statements and business plans), in each case, in the absence of fraud or other forward-looking informationintentional misrepresentation. For the avoidance of doubt, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth nothing contained in this Agreement. Each party acknowledges and agrees that it is not relying on any representations Section 4.02(k) shall reduce or warranties, express alter Parent’s or implied, relating Merger Sub’s right to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of rely upon the representations and warranties set forth contained herein or in this Agreementany certificate delivered pursuant to Section 7.02(a).

No Other Representations and Warranties. Parent and Merger Sub, on the one hand, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the TransactionsMerger, except for the representations and warranties of the Company set forth in Article 3 Section 3, including the Company Disclosure Schedule, and of Parent and Merger Sub set forth in Article Section 4, (a) no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) makes, and no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) has made, any representations or warranties, express or implied, relating to such party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other TransactionMerger, and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other TransactionMerger, except to the extent of the representations and warranties set forth in this Agreement.

No Other Representations and Warranties. Parent and Merger Sub, on the one hand, and the Company, on the other hand, each The Company hereby acknowledges and agrees that, in connection with this Agreement and the Transactions, except for the representations and warranties of the Company set forth in Article 3 and of Parent and Merger Sub set forth in Article 4IV, (a) no party (none of Parent or any of its affiliatesSubsidiaries, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) makes, and no party (or any of its affiliatesAffiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives, advisors or any other person) Person, has made, made or is making any representations or warranties, express or implied, relating implied representation or warranty with respect to such party, Parent or any of its subsidiaries, its businesses Subsidiaries or operations their respective business or otherwiseoperations, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party Company or any of its affiliatesAffiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives, advisors or any other person (including Person, or, except as otherwise expressly set forth in “data rooms” this Agreement, had or management presentations) in anticipation has any duty or contemplation obligation to provide any information to the Company or any of the Merger its Affiliates, stockholders or Representatives, or any other TransactionPerson, in connection with this Agreement, the Transactions or otherwise, and (b) to the fullest extent permitted by law, none of Parent or any information of its Subsidiaries, or materialsany of its Affiliates, documentsstockholders or Representatives, estimatesor any other Person, projections, forecasts will have or be subject to any liability or indemnification or other forward-looking informationobligation of any kind or nature to the Company, business plans or any of its Affiliates, stockholders or Representatives, or any other material Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or Representatives, 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 the other party any of them by Parent or any of its affiliatesSubsidiaries, stockholdersor any of its or Affiliates, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other person Person, and (including in “data rooms” or management presentations) in anticipation or contemplation of subject to the Merger or any other Transaction shall not be deemed to be express representations or and warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty Parent set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to Article IV) none of the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party Company or any of its affiliatesAffiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives, advisors or any other person Person, has relied on any such information (including in “data rooms” the accuracy or management presentationscompleteness thereof) in anticipation or contemplation of the Merger or any representations or warranties or other Transaction, except statements or omissions that may have been made by Parent or any Person with respect to the extent of Parent other than the representations and warranties set forth in this Agreement.

No Other Representations and Warranties. Parent and Merger Sub, on the one hand, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the TransactionsMerger, except for the representations and warranties of the Company set forth in Article 3 Section 3, including the Company Disclosure Schedule, and of Parent and Merger Sub set forth in Article Section 4, (a) no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) makes, and no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) has made, any representations or warranties, express or implied, relating to such party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other TransactionMerger, and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in 71 “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other TransactionMerger, except to the extent of the representations and warranties set forth in this Agreement.

No Other Representations and Warranties. Each of Parent and Merger SubSubsidiary, on the one handbehalf of itself and its Subsidiaries, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, except for the representations and warranties of the Company expressly set forth in Article 3 and ARTICLE 4 or in any certificate delivered by the Company pursuant to this Agreement: (i) neither the Company nor any of Parent and Merger Sub set forth in Article 4, (a) no party its Subsidiaries (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other personPerson) makes, and no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) has made, any representations representation or warrantieswarranty of any kind whatsoever, express or implied, at law or in equity, with respect to the Company, any of its Subsidiaries or any of their businesses, operations, assets, liabilities, condition (financial or otherwise) or the Transactions; (ii) no Person has been authorized by the Company, any of its Subsidiaries or any of its or their respective Representatives to make any representation or warranty relating to such partythe Company, its subsidiaries, its Subsidiaries or any of their businesses or operations or otherwiseotherwise in connection with this Agreement or the Transactions, and if made, such representation or warranty must not be relied upon by Parent, Merger Subsidiary or any of their respective Representatives as having been authorized by the Company, any of its Subsidiaries or any of its or their respective Representatives (or any other Person); and (iii) the representations and warranties made by the Company in this Agreement and in any certificate delivered by the Company pursuant to this Agreement are in lieu of and are exclusive of all other representations and warranties, including with respect any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Subsidiary or any of their respective Representatives of any documentation or other information (including any financial information, supplemental data or materials, documents, estimates, projections, forecasts financial projections or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this Agreementstatements).

No Other Representations and Warranties. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, each Sub acknowledges and agrees that, in connection with this Agreement (for itself and on behalf of its Affiliates and the TransactionsRepresentatives of any of the foregoing) that, except for the representations and warranties of the Company expressly set forth in Article 3 or any other ancillary documents contemplated hereby, (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 of (b) Parent and Merger Sub set forth and their Affiliates and the Representative of the foregoing have not relied or acted in Article 4, (a) no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) makesreliance on, and no party (are not relying or acting, including, as applicable, entering into or consummating this Agreement or the transactions contemplated hereby, in reliance on any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors representation or any other person) has made, any representations or warrantieswarranty, express or implied, at law or in equity, relating to such partythe Company or its financial condition, its subsidiariesbusiness, its businesses operations, results of operations, properties, assets, Liabilities, prospects, or operations other matter relating to the Company or otherwisein reliance on any materials, including statements or information provided or addressed to Parent or Merger Sub or their Representatives or Affiliates, or the accuracy and completeness thereof, and that no Person shall have any Liability with respect to any such representation, warranty, materials, statements or information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this Agreementomissions therefrom.

No Other Representations and Warranties. Parent and Merger Sub, on the one hand, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, except (a) Except for the representations and warranties expressly set forth in Article 4 (as modified by the Purchaser Disclosure Schedule), the Sellers specifically acknowledge and agree that neither the Purchaser nor any of its Affiliates, Representatives or equityholders or any other Person makes, 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). Except for the Company representations and warranties expressly set forth in Article 3 (as modified by the Sellers Disclosure Schedule), the Sellers hereby expressly disclaim and of Parent and Merger Sub set forth in Article 4, negate (ai) no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) makes, and no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) has made, any representations or warranties, express or implied, relating to such party, its subsidiaries, its businesses implied representation or operations warranty whatsoever (whether at law (including at common law or otherwiseby statute) or in equity), including with respect to (A) the Sellers, (B) the Acquired Companies or their businesses, assets, employees, Permits, liabilities, operations, prospects or condition (financial or otherwise) or (C) any information or materialsopinion, documentsprojection, estimatesforecast, projectionsstatement, forecasts budget, estimate, advice or other forward-looking information, business plans information (including information with respect to Filings with and Consents of any Governmental Entity (including FERC) or other material provided or made available information with respect to the future revenues, results or operations (or any component thereof), cash flows, financial condition (or any component thereof) or the future businesses and operations of the Acquired Companies, as well as any other party business plan and cost-related plan information of the Acquired Companies), made, communicated or furnished (orally or in writing), or to be made, communicated or furnished (orally or in writing), to the Purchaser, its Affiliates or its Representatives, in each case, made by the Sellers or any of its affiliatestheir respective Affiliates, stockholders, directors, officers, employees, agents, representatives, advisors Representatives or equityholders or any other person Person (including in this clause (C), collectively, “data rooms” or management presentationsProjections”) in anticipation or contemplation of the Merger or any other Transaction, and (bii) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party all liability and responsibility for purposes of this Agreement except to the extent any such information or material is the subject of any other representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this AgreementProjection.

No Other Representations and Warranties. Parent (a) The Buyer agrees that it (i) has had an opportunity to discuss the business and Merger Sub, on affairs of the one hand, and Company with the management of the Company, on (ii) has had access to the other handelectronic dataroom maintained by the Company for purposes of the transactions contemplated hereby, each acknowledges (iii) has been afforded the opportunity to ask questions of and agrees thatreceive answers from officers of the Company and (iv) has conducted its own independent investigation of the Company, in connection with this Agreement its business and the Transactionstransactions, except for and has not relied on any representation, warranty or other statement by any person on behalf of the Company, other than the representations and warranties of the Company set forth expressly contained in Article 3 III or in any certificate, document or instrument delivered at the Closing pursuant to the terms of this Agreement (in each case as qualified and limited by the Company Disclosure Schedule). Without limiting the foregoing, (A) other than the representations and warranties of Parent and Merger Sub set forth the Company expressly contained in Article 4III or in any certificate, document or instrument delivered at the Closing pursuant to the terms of this Agreement (a) no party (in each case as qualified and limited by the Company Disclosure Schedule), none of the Company or any of its affiliatesAffiliates or any other Person, has made or is making any express or implied representation or warranty with respect to the Company, including with respect to any information provided or made available to Buyer or any of its Affiliates 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 Buyer or any of its Affiliates or Representatives or any other Person in connection with this Agreement or otherwise, and (B) except as otherwise expressly provided herein, none of the Company or any of its Affiliates or Representatives or any other Person, will have or be subject to any liability of any kind or nature to Buyer, Transitory Subsidiary or any of their respective Affiliates, Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to Buyer, Transitory Subsidiary or any of their respective Affiliates or Representatives or any other Person, or the use by Buyer, Transitory Subsidiary or any of their respective Affiliates 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 Affiliates or Representatives or any other Person, and except as set forth herein, Buyer and Transitory Subsidiary will have no claim against the Company or any of its stockholders, directors, officers, employees, agentsAffiliates, representativesadvisors, advisors agents or any other person) makes, and no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) has made, any representations or warranties, express or implied, relating to such party, its subsidiaries, its businesses or operations or otherwise, including representatives with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this Agreementthereto.

No Other Representations and Warranties. Parent and Merger Sub, on the one hand, and the Company, on the other hand, each The Company hereby acknowledges and agrees that, in connection with this Agreement and the Transactions, except for the representations and warranties of the Company set forth in Article 3 and of Parent and Merger Sub set forth in Article 4IV, (a) no party (none of the Parent or any of its affiliatesSubsidiaries, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) makes, and no party (or any of its affiliatesAffiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives, advisors or any other person) Person, has made, made or is making any representations or warranties, express or implied, relating implied representation or warranty with respect to such party, the Parent or any of its subsidiaries, its businesses Subsidiaries or operations their respective business or otherwiseoperations, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party Company or any of its affiliatesAffiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives, advisors or any other person (including Person, or, except as otherwise expressly set forth in “data rooms” this Agreement, had or management presentations) in anticipation has any duty or contemplation obligation to provide any information to the Company or any of the Merger its Affiliates, stockholders or Representatives, or any other TransactionPerson, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by law, none of the Parent or any information of its Subsidiaries, or materialsany of its Affiliates, documentsstockholders or Representatives, estimatesor any other Person, projections, forecasts will have or be subject to any liability or indemnification or other forward-looking informationobligation of any kind or nature to the Company, business plans or any of its Affiliates, stockholders or Representatives, or any other material Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or Representatives, 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 the other party Parent or any of its affiliatesSubsidiaries, stockholdersor any of its or Affiliates, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other person Person, and (including in “data rooms” or management presentations) in anticipation or contemplation subject to the express representations and warranties of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty Parent set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to Article IV) none of the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party Company or any of its affiliatesAffiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives, advisors or any other person Person, has relied on any such information (including in “data rooms” the accuracy or management presentationscompleteness thereof) in anticipation or contemplation of the Merger or any representations or warranties or other Transaction, except statements or omissions that may have been made by the Parent or any Person with respect to the extent of Parent other than the representations and warranties set forth in this Agreement.

No Other Representations and Warranties. Parent and Merger Sub, on the one hand, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, except for the representations and warranties of the Company set forth in Article 3 and Each of Parent and Merger Sub set forth has conducted its own independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and each of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 43. 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 the Company Disclosure Schedules or elsewhere, as well as any information, documents or other materials (a) no party (including any such materials contained in any “data room” or reviewed by Parent or any of its affiliatesAffiliates, stockholders, or any of its or their respective directors, officers, employees, agentsstockholders, partners, members, agents or representatives, advisors ) or any other person) makes, and no party (management presentations or due diligence discussions that have been or shall hereafter be provided to or engaged in with Parent or any of its affiliates, stockholders, Affiliates or any of its or their respective directors, officers, employees, agents, representatives, advisors or any other person) has made, any representations or warranties, express or implied, relating to such party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directorspartners, officersmembers, employees, agents, representatives, advisors agents or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, representatives are not and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall will not be deemed to be representations or warranties of a party for purposes the Company or any of this Agreement except to the extent its Affiliates or any such information of its or material is the subject of any their respective directors, officers, employees, stockholders, partners, members, agents or representatives, 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 this AgreementArticle 3. Each party of Parent and Merger Sub acknowledges and agrees that it is that, to the fullest extent permitted by applicable Law, the Company and its Affiliates, stockholders, controlling persons or Representatives shall not relying have any liability or responsibility whatsoever to Parent, Merger Sub, any Parent Subsidiary, or their respective Affiliates, stockholders, controlling persons or Representatives on any representations basis (including in contract or warrantiestort, express under federal or implied, relating to the other party, its subsidiaries, its businesses or operations state securities Laws or otherwise, including with respect to ) based upon any information (including any statement, document or materials, documents, estimates, agreement delivered pursuant to this Agreement and any financial statements and any projections, forecasts estimates or other forward-looking information, business plans or other material ) 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 such party Parent, Merger Sub, any Parent Subsidiary, or any of its their respective affiliates, stockholders, directors, officers, employees, agents, representatives, advisors controlling persons or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other TransactionRepresentatives, except as and only to the extent of the representations and warranties expressly set forth in this AgreementArticle 3.

No Other Representations and Warranties. Parent Each of Xxxxxx and Merger SubSub 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 Xxxxxx and Merger Sub represents, on the one handwarrants, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, that except for the representations and warranties of the Company set forth Rook contained in Article 3 and this Agreement, none of Parent and Merger Sub set forth in Article 4Rook, (a) no party (its Affiliates or any of its affiliatestheir respective Representatives, stockholders, directors, officers, employees, agents, representatives, advisors or nor any other person) makesPerson, makes or has made, and no party (none of Xxxxxx, Merger Sub, their Affiliates or any of its affiliatestheir respective Representatives, stockholders, directors, officers, employees, agents, representatives, advisors or nor any other person) Person, has maderelied upon, any representations or warranties, express or impliedimplied representation or warranty with respect to Rook or its Affiliates or their respective businesses, relating to such partyoperations, its subsidiariesassets, its businesses or operations liabilities, condition (financial or otherwise) or prospects, including or with respect to any information provided or materialsmade available to Xxxxxx, documentsMerger Sub, estimatestheir 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 Xxxxxx, 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 forward-looking informationestimates, business plans or other material provided budgets of future revenues, expenses or made available to the other party 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 Rook, its affiliatesAffiliates or the future businesses, stockholders, directors, officers, employees, agents, representatives, advisors operations or affairs of Rook or its Affiliates or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, and (b) any information or materialsinformation, documents, projections, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or Xxxxxx, Merger Sub, any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, their Representatives or any other person (including Person in “any physical or virtual data rooms” room or management presentations) presentations in anticipation or contemplation of connection with the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of transactions contemplated by this Agreement or otherwise, or the accuracy or completeness of such information, except to the extent any such information or material is the subject of any expressly addressed by a representation or warranty set forth contained in this Agreement. Each party acknowledges , and agrees that it is not relying on any representations or warranties, express or implied, relating to the other partynone of Rook, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party Affiliates or any of its affiliatestheir respective Representatives, stockholdersnor any other Person, directorswill have or be subject to any liability or indemnification obligation to Xxxxxx, officersMerger Sub, employeesthe Surviving Corporation, agents, representatives, advisors their respective Affiliates or any other person (including Person in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this Agreementconnection therewith.