Common use of No Other Representations and Warranties Clause in Contracts

No Other Representations and Warranties. (a) Except for the representations and warranties of Iris contained in Article III, Meadow and Merger Sub acknowledge that neither Iris nor any of its Subsidiaries is making and has not made, and no other Person is making or has made on behalf of Iris or any of its Subsidiaries, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Neither Meadow nor Merger Sub is relying and neither Meadow nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article III, including the Iris Disclosure Schedule. Such representations and warranties by Iris constitute the sole and exclusive representations and warranties of Iris and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow and Xxxxxx Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx and its Subsidiaries. (b) Except for the representations and warranties of Meadow and Merger Sub contained in Article IV, Iris acknowledges that neither Meadow nor Merger Sub is making or has made, and no other Person is making or has made on behalf of the Meadow or Merger Sub, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Iris is not relying and it has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IV, including the Meadow Disclosure Schedule. Such representations and warranties by Xxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow and Merger Sub in connection with the Contemplated Transactions and Xxxx understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxxxx.

No Other Representations and Warranties. (a) Except for Notwithstanding anything herein to the contrary, the representations and warranties of Iris contained in Article IIIParent, Meadow and First Merger Sub acknowledge that neither Iris nor any of its Subsidiaries is making and has not made, and no other Person is making or has made on behalf of Iris or any of its Subsidiaries, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Neither Meadow nor Second Merger Sub is relying expressly set forth in this Article V and neither Meadow nor in the certificate delivered by Parent, First Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations Second Merger Sub pursuant to Section 8.03(c) are and warranties in Article III, including the Iris Disclosure Schedule. Such representations and warranties by Iris shall constitute the sole and exclusive representations and warranties of Iris made with respect to Parent and its Subsidiaries in connection with this Agreement or the Contemplated Transactions and each of Meadow and Xxxxxx Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx and its Subsidiaries. (b) Transactions. Except for the representations and warranties referred to in previous sentence, none of Meadow and Merger Sub contained in Article IVParent, Iris acknowledges that neither Meadow nor Merger Sub its Subsidiaries or any other Person has made or is making any express or has madeimplied representations or warranty, and no other Person is making statutory or has made on behalf otherwise, of the Meadow or Merger Subany nature, including with respect to any express or implied representation or warranty in connection with this Agreement as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the Contemplated Transactionsassets of Parent and its Subsidiaries. Iris is not relying Except for the representations and it has not relied on any representations warranties expressly set forth in this Article V and in the certificate delivered by Parent, First Merger Sub or warranties whatsoever regarding the subject matter of this AgreementSecond Merger Sub pursuant to Section 8.03(c), 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, First Merger Sub and Second Merger Sub hereby acknowledge and agree that, except for the representations and warranties set forth in Article IV, in the certificate delivered by the Company pursuant to Section 8.02(c) (in each case as qualified and limited by the Company Disclosure Letter), (a) none of the Company or any of its Subsidiaries, or any of its or their respective 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, including the Meadow Disclosure Schedule. Such representations and warranties by Xxxxxx and with respect to any information provided or made available to Parent, First Merger Sub, Second Merger Sub constitute the sole and exclusive representations and warranties or any of Meadow and their respective 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 Parent, First Merger Sub, Second Merger Sub or any of their respective Affiliates, stockholders, members or Representatives, or any other Person, in connection with this Agreement, the Contemplated Transactions transactions contemplated hereby or otherwise, and Xxxx understands(b) to the fullest extent permitted by law, acknowledges and agrees that all none of the Company or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other representations and warranties Person, will have or be subject to any liability or other obligation of any kind or nature whether expressto Parent, implied First Merger Sub, Second Merger Sub or statutory are specifically disclaimed any of their respective Affiliates, stockholders, members or Representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, First Merger Sub, Second Merger Sub or any of their respective Affiliates, stockholders or Representatives, or any other Person, or the use by XxxxxxParent, First Merger Sub, Second Merger Sub or any of their respective Affiliates, stockholders, members 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, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, First Merger Sub, Second Merger Sub or any of their respective Affiliates, stockholders, members or Representatives, or any other Person, in “data rooms,” confidential information memoranda, management presentations or otherwise in anticipation or contemplation of the Mergers or any other Transaction, and (subject to the express representations and warranties of the Company set forth in Article IV and the certificate delivered by the Company pursuant to Section 8.02(c) (in each case as qualified and limited by the Company Disclosure Letter)) none of Parent, First Merger Sub, Second Merger Sub or any of their respective Affiliates, stockholders, members or Representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Other Representations and Warranties. (a) Except for the representations and or warranties of Iris contained expressly set forth in this Article III4, Meadow and Merger Sub acknowledge that neither Iris Terra BDC nor any of its Subsidiaries is making and has not made, and no other Person is making has made any representation or warranty, expressed or implied, with respect to Terra BDC or any Terra BDC Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Terra BDC or any Terra BDC Subsidiary. In particular, without limiting the foregoing disclaimer, neither Terra BDC nor any other Person makes or has made on behalf of Iris any representation or warranty to Terra REIT or any of its Subsidiaries, any express Affiliates or implied representation or warranty in connection Representatives with this Agreement or the Contemplated Transactions. Neither Meadow nor Merger Sub is relying and neither Meadow nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or impliedrespect to, except for the representations and warranties made by Terra BDC in this Article III4, including any oral or written information presented to Terra REIT or any of its Affiliates or Representatives in the Iris Disclosure Schedulecourse of their due diligence of Terra BDC, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Such representations and warranties by Iris constitute Notwithstanding anything contained in this Agreement to the sole and exclusive representations and warranties of Iris and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow and Xxxxxx Sub understandscontrary, Terra BDC acknowledges and agrees that all neither Terra REIT nor any other Person has made or is making any representations and or warranties relating to Terra REIT whatsoever, express or implied, beyond those expressly given by Terra REIT in Article 5, including any implied representation or warranty as to the accuracy or completeness of any kind information regarding Terra REIT furnished or nature whether express, implied made available to Terra BDC or statutory are specifically disclaimed by Xxxx and any of its SubsidiariesRepresentatives. (b) Except for Neither Terra BDC nor Terra BDC Advisor has Knowledge of (i) any breach or inaccuracy of the representations and warranties of Meadow and Merger Sub Terra REIT contained in Article IVthis Agreement, Iris acknowledges that neither Meadow nor Merger Sub is making (ii) any breach or has madenoncompliance by Terra REIT of or with any of its covenants, and no agreements or other Person is making or has made on behalf of the Meadow or Merger Sub, any express or implied representation or warranty in connection with obligations under this Agreement or the Contemplated Transactions. Iris is not relying and it has not relied on (iii) any representations facts or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IV, including the Meadow Disclosure Schedule. Such representations and warranties by Xxxxxx and Merger Sub circumstances that constitute the sole and exclusive representations and warranties of Meadow and Merger Sub in connection with the Contemplated Transactions and Xxxx understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxxxxa Terra REIT Material Adverse Effect.

No Other Representations and Warranties. (a) Except for with respect to the representations and warranties of Iris contained such Seller set forth in Article IIIthis Agreement or the Ancillary Documents, Meadow and Merger Sub acknowledge that neither Iris nor any of its Subsidiaries is making and has not madesuch Seller makes no guarantees, and no other Person is making representations or has made on behalf of Iris or any of its Subsidiaries, any express or implied representation or warranty warranties to Buyer in connection with this Agreement, the Ancillary Documents, or the transactions contemplated hereby or thereby, or the Acquired Assets in the case of MII Life or the Units in the case of Aware, and hereby disclaim all liability and responsibility for any statement or information made, communicated or furnished (orally or in writing) to Buyer, other than in this Agreement or the Contemplated Transactions. Neither Meadow nor Merger Sub is relying and neither Meadow nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IIIAncillary Documents, including without limitation any opinion, information, projection, or advice that may have been or may be provided to Buyer by such Seller in anticipation of the Iris Disclosure Schedule. Such representations and warranties transactions contemplated hereby or thereby, including any information, documents or material made available by Iris constitute the sole and exclusive representations and warranties of Iris and its Subsidiaries such Seller to Buyer in connection with the Contemplated Transactions and each of Meadow and Xxxxxx Sub understands, Buyer’s due diligence process. Buyer expressly acknowledges and agrees that all Buyer is not relying on any other representations or warranties of such Seller, including the accuracy or completeness of any such other representations and warranties of any kind or nature warranties, whether express, implied or statutory are specifically disclaimed by Xxxx and its Subsidiaries. (b) Except for the representations and warranties of Meadow and Merger Sub contained in Article IV, Iris acknowledges that neither Meadow nor Merger Sub is making or has made, and no other Person is making or has made on behalf of the Meadow or Merger Sub, any express or implied representation or warranty implied. Except as set forth in connection with this Agreement or the Contemplated Transactions. Iris is not relying and it has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express the Acquired Assets and the Units shall be sold, assigned, transferred, conveyed and delivered to Buyer on the Closing Date “AS IS, WHERE IS” without any warranty or impliedrecourse whatsoever against such Seller. SUCH SELLER DOES NOT MAKE AND EXPRESSLY DISCLAIMS, except for the representations and warranties in Article IVAND BUYER EXPRESSLY WAIVES, including the Meadow Disclosure Schedule. Such representations and warranties by Xxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow and Merger Sub in connection with the Contemplated Transactions and Xxxx understandsANY WARRANTIES OTHER THAN SUCH SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND IN ANY ANCILLARY DOCUMENT, acknowledges and agrees that all other representations and warranties of any kind or nature whether expressINCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, implied or statutory are specifically disclaimed by XxxxxxREGARDLESS OF WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ALLEGEDLY ARISING FROM ANY USAGE OR ANY TRADE OR FROM ANY COURSE OF DEALING.

No Other Representations and Warranties. (a) 7.1 Except for the specific representations and warranties of Iris contained in Article IIIIV, Meadow and Merger Sub acknowledge that neither Iris none of PubCo nor any person on behalf of PubCo, including without limitation any placement agent for the sale of the Subscription Shares nor any of its Subsidiaries is making and PubCo’s affiliates or representatives (collectively, the “PubCo Parties”) has not made, and no makes or shall be deemed to make any other Person is making or has made on behalf of Iris or any of its Subsidiaries, any express or implied representation or warranty with respect to PubCo, the Transactions, the offering of the Subscription Shares, the transaction contemplated hereby or any other matter, and the PubCo Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by PubCo in connection with this Agreement Article IV and in any certificate or agreement delivered by PubCo pursuant hereto, the Contemplated Transactions. Neither Meadow nor Merger Sub Subscriber specifically disclaims that it, or anyone on its behalf, is relying and neither Meadow nor Merger Sub has relied on upon any other representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except that may have been made by any PubCo Party. 7.2 Except for the specific representations and warranties in Article III, including the Iris Disclosure Schedule. Such representations and warranties by Iris constitute the sole and exclusive representations and warranties of Iris and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow and Xxxxxx Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx and its Subsidiaries. (b) Except for the representations and warranties of Meadow and Merger Sub contained in this Article IVV and in any certificate or agreement delivered pursuant hereto, Iris acknowledges that neither Meadow none of the Subscriber nor Merger Sub is making or has made, and no other Person is making or has made any person acting on behalf of the Meadow Subscriber nor any of the Subscriber’s affiliates (collectively, the “Subscriber Parties”) has made, makes or Merger Sub, shall be deemed to make any other express or implied representation or warranty with respect to the Subscriber and this offering, and the Subscriber Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Subscriber in connection with this Agreement Article V and in any certificate or agreement delivered by the Contemplated Transactions. Iris Subscriber pursuant hereto, each of PubCo and SPAC specifically disclaims that it, or anyone on its behalf, is not relying and it has not relied on upon any other representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IV, including the Meadow Disclosure Schedule. Such representations and warranties that may have been made by Xxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow and Merger Sub in connection with the Contemplated Transactions and Xxxx understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by XxxxxxSubscriber Party.

No Other Representations and Warranties. (a) Except for the representations and warranties of Iris the Company contained in Article III, Meadow Parent and Merger Sub acknowledge that neither Iris the Company nor any of its Subsidiaries is making and has not made, and no other Person is making or has made on behalf of Iris the Company or any of its Subsidiaries, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Neither Meadow Parent nor Merger Sub is relying and neither Meadow Parent nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article III, including the Iris Company Disclosure Schedule. Such representations and warranties by Iris the Company constitute the sole and exclusive representations and warranties of Iris the Company and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow Parent and Xxxxxx Merger Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx the Company and its Subsidiaries. (b) Except for the representations and warranties of Meadow Parent and Merger Sub contained in Article IV, Iris the Company acknowledges that neither Meadow Parent nor Merger Sub is making or has made, and no other Person is making or has made on behalf of the Meadow Parent or Merger Sub, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Iris The Company is not relying and it has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IV, including the Meadow Parent Disclosure Schedule. Such representations and warranties by Xxxxxx Pxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow Parent and Merger Sub in connection with the Contemplated Transactions and Xxxx the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by XxxxxxParent.

No Other Representations and Warranties. (a) Except for the representations and or warranties of Iris contained expressly set forth in this Article III5, Meadow and Merger Sub acknowledge that neither Iris Terra REIT nor any of its Subsidiaries is making and has not made, and no other Person is making has made any representation or warranty, expressed or implied, with respect to Terra REIT or any Terra REIT Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Terra REIT or any Terra REIT Subsidiary. In particular, without limiting the foregoing disclaimer, neither Terra REIT nor any other Person makes or has made on behalf of Iris any representation or warranty to Terra BDC or any of its Subsidiaries, any express Affiliates or implied representation or warranty in connection Representatives with this Agreement or the Contemplated Transactions. Neither Meadow nor Merger Sub is relying and neither Meadow nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or impliedrespect to, except for the representations and warranties made by Terra REIT and Merger Sub in this Article III5, including any oral or written information presented to Terra BDC or any of its Affiliates or Representatives in the Iris Disclosure Schedulecourse of their due diligence of Terra REIT, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Such representations and warranties by Iris constitute Notwithstanding anything contained in this Agreement to the sole and exclusive representations and warranties of Iris and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow and Xxxxxx Sub understandscontrary, Terra REIT acknowledges and agrees that all neither Terra BDC nor any other Person has made or is making any representations and or warranties relating to Terra BDC whatsoever, express or implied, beyond those expressly given by Terra BDC in Article 5, including any implied representation or warranty as to the accuracy or completeness of any kind information regarding Terra BDC furnished or nature whether express, implied made available to Terra REIT or statutory are specifically disclaimed by Xxxx and any of its SubsidiariesRepresentatives. (b) Except for None of Terra REIT or REIT Advisor has Knowledge of (i) any breach or inaccuracy of the representations and warranties of Meadow and Merger Sub Terra BDC contained in Article IVthis Agreement, Iris acknowledges that neither Meadow nor Merger Sub is making (ii) any breach or has madenoncompliance by Terra BDC of or with any of its covenants, and no agreements or other Person is making or has made on behalf of the Meadow or Merger Sub, any express or implied representation or warranty in connection with obligations under this Agreement or the Contemplated Transactions. Iris is not relying and it has not relied on (iii) any representations facts or warranties whatsoever regarding the subject matter of this Agreement, express circumstances that constitute or implied, except for the representations and warranties would reasonably be expected to result in Article IV, including the Meadow Disclosure Schedule. Such representations and warranties by Xxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow and Merger Sub in connection with the Contemplated Transactions and Xxxx understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxxxxa Terra BDC Material Adverse Effect.

No Other Representations and Warranties. (a) 6.1 Except for the specific representations and warranties of Iris contained in Article IIIIV, Meadow and Merger Sub acknowledge that neither Iris none of PubCo nor any person on behalf of PubCo, including without limitation any placement agent for the sale of the Subscription Shares nor any of its Subsidiaries is making and PubCo’s affiliates or representatives (collectively, the “PubCo Parties”) has not made, and no makes or shall be deemed to make any other Person is making or has made on behalf of Iris or any of its Subsidiaries, any express or implied representation or warranty with respect to PubCo, the Transactions, the offering of the Subscription Shares, the transaction contemplated hereby or any other matter, and the PubCo Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by PubCo in connection with this Agreement Article IV and in any certificate or agreement delivered by PubCo pursuant hereto, the Contemplated Transactions. Neither Meadow nor Merger Sub Subscriber specifically disclaims that it, or anyone on its behalf, is relying and neither Meadow nor Merger Sub has relied on upon any other representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except that may have been made by any PubCo Party. 6.2 Except for the specific representations and warranties in Article III, including the Iris Disclosure Schedule. Such representations and warranties by Iris constitute the sole and exclusive representations and warranties of Iris and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow and Xxxxxx Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx and its Subsidiaries. (b) Except for the representations and warranties of Meadow and Merger Sub contained in this Article IVV and in any certificate or agreement delivered pursuant hereto, Iris acknowledges that neither Meadow none of the Subscriber nor Merger Sub is making or has made, and no other Person is making or has made any person acting on behalf of the Meadow Subscriber nor any of the Subscriber’s affiliates (collectively, the “Subscriber Parties”) has made, makes or Merger Sub, shall be deemed to make any other express or implied representation or warranty with respect to the Subscriber and this offering, and the Subscriber Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Subscriber in connection with this Agreement Article V and in any certificate or agreement delivered by the Contemplated Transactions. Iris Subscriber pursuant hereto, each of PubCo and SPAC specifically disclaims that it, or anyone on its behalf, is not relying and it has not relied on upon any other representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IV, including the Meadow Disclosure Schedule. Such representations and warranties that may have been made by Xxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow and Merger Sub in connection with the Contemplated Transactions and Xxxx understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by XxxxxxSubscriber Party.

No Other Representations and Warranties. (a) Except for the representations and warranties of Iris contained in Article III, Meadow RDE and Merger Sub acknowledge expressly set forth above in this Article III (as qualified by the RDE Disclosure Schedule) or in a certificate delivered pursuant to this Agreement, GameIQ acknowledges and agrees that neither Iris nor (1) none of RDE or Merger Sub or any of its Subsidiaries their respective Affiliates is making and has not made, and no other Person is making or none of them has made on behalf of Iris or any of its Subsidiaries, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Neither Meadow nor Merger Sub is relying and neither Meadow nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreementwarranties, express or implied, except for the representations and warranties in Article IIIrelating to itself or its business, including the Iris Disclosure Schedule. Such representations and warranties by Iris constitute the sole and exclusive representations and warranties of Iris and its Subsidiaries operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise in connection with the Contemplated Transactions and each of Meadow and Xxxxxx Sub understandstransactions contemplated by this Agreement, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx and its Subsidiaries. (b) Except for including the representations and warranties of Meadow and Merger Sub contained in Article IV, Iris acknowledges that neither Meadow nor Merger Sub is making or has madeMerger, and no other Person none of GameIQ or its Affiliates or Representatives is making or has made relying on behalf of the Meadow or Merger Sub, any express or implied representation or warranty of RDE, Merger Sub or any of their respective affiliates except for those expressly set forth in connection with this Agreement Article III (as qualified by the RDE Disclosure Schedule), and (2) no person has been authorized by RDE or the Contemplated Transactions. Iris is not relying and it has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IV, including the Meadow Disclosure Schedule. Such representations and warranties by Xxxxxx and Merger Sub constitute the sole and exclusive representations and warranties or any of Meadow and their respective Affiliates to make any representation or warranty relating to RDE, Merger Sub or any of their respective Affiliates or their respective businesses or otherwise in connection with the Contemplated Transactions transactions contemplated by this Agreement, including the Merger, and Xxxx understandsif made, such representation or warranty has not been and shall not be relied upon by GameIQ. 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 III (as qualified by the RDE Disclosure Schedule), GameIQ agrees and acknowledges that, in connection with the Merger and agrees that all the other representations and warranties transactions contemplated by this Agreement, neither RDE or Merger Sub nor any other person will have or be subject to any liability or obligation to GameIQ or any of its Subsidiaries or Affiliates resulting from the distribution or failure to distribute to GameIQ, or GameIQ’s use of, any kind such information, including any information, documents, or nature whether expressmaterials, implied made available to GameIQ in any format in connection with the Merger or statutory are specifically disclaimed management presentations in expectation of the transactions contemplated by Xxxxxxthis Agreement.

No Other Representations and Warranties. (a) Except for the representations and or warranties expressly set forth in this Article 4 or any document, agreement, certificate or other instrument contemplated hereby, none of Iris contained in Article III, Meadow and Merger Sub acknowledge that neither Iris nor the REIT I Parties or any of its Subsidiaries is making and has not made, and no other Person is making has made any representation or warranty, expressed or implied, with respect to the REIT I Parties or any other REIT I Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the REIT I Parties or any other REIT I Subsidiary. In particular, without limiting the foregoing disclaimer, none of the REIT I Parties or any other Person makes or has made on behalf of Iris any representation or warranty to any REIT II Party or any of its Subsidiaries, any express their respective Affiliates or implied representation or warranty in connection Representatives with this Agreement or the Contemplated Transactions. Neither Meadow nor Merger Sub is relying and neither Meadow nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or impliedrespect to, except for the representations and warranties made by the REIT I Parties in this Article III4 or any document, including agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Iris Disclosure Schedule. Such representations and warranties by Iris constitute REIT II Parties or any of their respective Affiliates or Representatives in the sole and exclusive representations and warranties course of Iris and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow and Xxxxxx Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx and its Subsidiaries. (b) Except for the representations and warranties of Meadow and Merger Sub contained in Article IV, Iris acknowledges that neither Meadow nor Merger Sub is making or has made, and no other Person is making or has made on behalf their due diligence of the Meadow or Merger SubREIT I Parties, any express or implied representation or warranty in connection with the negotiation of this Agreement or in the Contemplated Transactionscourse of the transactions contemplated by this Agreement. Iris Notwithstanding anything contained in this Agreement to the contrary, the REIT I Parties acknowledge and agree that none of the REIT II Parties or any other Person has made or is not relying and it has not relied on making any representations or warranties whatsoever regarding relating to the subject matter of this AgreementREIT II Parties whatsoever, express or implied, except for beyond those expressly given by the representations and warranties REIT II Parties in Article IV5 or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the Meadow Disclosure Schedule. Such representations and warranties by Xxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow and Merger Sub in connection with the Contemplated Transactions and Xxxx understands, acknowledges and agrees that all other representations and warranties accuracy or completeness of any kind information regarding the REIT II Parties furnished or nature whether express, implied made available to the REIT I Parties or statutory are specifically disclaimed by Xxxxxx.any of their respective Representatives. ARTICLE 5

No Other Representations and Warranties. (a) Except for the representations and or warranties expressly set forth in this Article 5, none of Iris contained in Article IIIREIT II, Meadow and Merger Sub acknowledge that neither Iris nor or any of its Subsidiaries is making and has not made, and no other Person is making (on behalf of REIT II or Merger Sub) has made any representation or warranty, express or implied, with respect to REIT II, Merger Sub or any other REIT II Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding REIT II, Merger Sub or any other REIT II Subsidiary. In particular, without limiting the foregoing disclaimer, none of REIT II, Merger Sub or any other Person makes or has made on behalf of Iris any representation or warranty to REIT I or any of its Subsidiaries, any express Affiliates or implied representation or warranty in connection Representatives with this Agreement or the Contemplated Transactions. Neither Meadow nor Merger Sub is relying and neither Meadow nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or impliedrespect to, except for the representations and warranties made by REIT II or Merger Sub in this Article III5, including any oral or written information presented to REIT I or any of its Affiliates or Representatives in the Iris Disclosure Schedulecourse of their due diligence of REIT II and Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Such representations and warranties by Iris constitute Notwithstanding anything contained in this Agreement to the sole and exclusive representations and warranties of Iris and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow and Xxxxxx Sub understandscontrary, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx and its Subsidiaries. (b) Except for the representations and warranties of Meadow REIT II and Merger Sub contained in Article IV, Iris acknowledges acknowledge and agree that neither Meadow REIT I nor Merger Sub is making or has made, and no any other Person is making or has made (on behalf of the Meadow REIT I) has made or Merger Sub, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Iris is not relying and it has not relied on making any representations or warranties whatsoever regarding the subject matter of this Agreementrelating to REIT I whatsoever, express or implied, except for the representations and warranties beyond those expressly given by REIT I in Article IV4, including any implied representation or warranty as to the Meadow Disclosure Schedule. Such representations and warranties by Xxxxxx and accuracy or completeness of any information regarding REIT I furnished or made available to REIT II, Merger Sub constitute the sole and exclusive representations and warranties or any of Meadow and Merger Sub in connection with the Contemplated Transactions and Xxxx understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxxxxtheir respective Representatives.

No Other Representations and Warranties. (a) Except for the representations and warranties of Iris contained made in this Article III4, Meadow and Merger Sub acknowledge that neither Iris no Parent Group Party nor any of its Subsidiaries is making and has not made, and no other Person is making or has made on behalf of Iris or any of its Subsidiaries, makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Contemplated Transactions. Neither Meadow nor Merger Sub is relying , and neither Meadow nor Merger Sub has relied on each Parent Group Party hereby disclaims any such other representations or warranties whatsoever regarding warranties. In particular, without limiting the subject matter foregoing disclaimer, no Parent Group Party nor any other Person makes or has made any representation or warranty to the Company or any of this Agreementits Affiliates or Representatives with respect to (i) any financial projection, express forecast, estimate, budget or implied, prospect information relating to Parent or any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by any Parent Group Party in this Article III4, including any oral or written information presented to the Iris Disclosure Schedule. Such representations and warranties by Iris constitute Company or any of its Affiliates or Representatives in the sole and exclusive representations and warranties course of Iris and its Subsidiaries in connection with the Contemplated Transactions and each their due diligence investigation of Meadow and Xxxxxx Sub understands, acknowledges and agrees that all other representations and warranties of any kind Parent or nature whether express, implied or statutory are specifically disclaimed by Xxxx and its Subsidiaries, the negotiation of this Agreement or in the course of the Transactions. (b) Except for the representations and warranties of Meadow and Merger Sub Notwithstanding anything contained in Article IVthis Agreement to the contrary, Iris each Parent Group Party acknowledges and agrees that neither Meadow nor Merger Sub none of the Company, Company Holdco or any other Person has made or is making or has made, and no other Person is making or has made on behalf of the Meadow or Merger Sub, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Iris is not relying and it has not relied on any representations or warranties whatsoever regarding relating to the subject matter of this AgreementCompany or its Subsidiaries whatsoever, express or implied, except for beyond those expressly given by the Company and Company Holdco in Article 3, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company or any of its Subsidiaries furnished or made available to Parent, or any of its Representatives and that each Party Group Party expressly disclaims reliance upon any such other representation or warranty not set forth in this Agreement. Each Parent Group Party expressly disclaims any obligation or duty by the Company or Company Holdco to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article IVthis Agreement. Without limiting the generality of the foregoing, each Parent Group Party acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Representatives (including the Meadow Disclosure Schedule. Such representations and warranties by Xxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow and Merger Sub in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with with, the Contemplated Transactions and Xxxx understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by XxxxxxTransactions).

No Other Representations and Warranties. (a) Except for the representations and warranties of Iris the Company contained in Article IIIIV, Meadow Parent and Merger Sub Purchaser acknowledge that neither Iris the Company nor any of its Subsidiaries Company Subsidiary is making and has not made, and no other Person is making or has made on behalf of Iris the Company or any of its Company Subsidiaries, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Neither Meadow Parent nor Merger Sub Purchaser is relying and neither Meadow Parent nor Merger Sub Purchaser has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IIIIV, including the Iris Company Disclosure ScheduleLetter. Such representations and warranties by Iris the Company constitute the sole and exclusive representations and warranties of Iris the Company and its the Company Subsidiaries in connection with the Contemplated Transactions and each of Meadow Parent and Xxxxxx Sub Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx the Company and its the Company Subsidiaries. (b) Except for the representations and warranties of Meadow Parent and Merger Sub Purchaser contained in Article IVV, Iris the Company acknowledges that neither Meadow Parent nor Merger Sub Purchaser is making or has made, and no other Person is making or has made on behalf of the Meadow Parent or Merger SubPurchaser, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Iris The Company is not relying and it has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IVV, including the Meadow Parent Disclosure ScheduleLetter. Such representations and warranties by Xxxxxx and Merger Sub Purchaser constitute the sole and exclusive representations and warranties of Meadow Parent and Merger Sub Purchaser in connection with the Contemplated Transactions and Xxxx the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by XxxxxxParent.

No Other Representations and Warranties. (a) Except for the representations and warranties of Iris the Company contained in Article III, Meadow Parent and Merger Sub acknowledge that neither Iris the Company nor any of its Subsidiaries is making and has not made, and no other Person is making or has made on behalf of Iris the Company or any of its Subsidiaries, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Neither Meadow Parent nor Merger Sub is relying and neither Meadow Parent nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article III, including the Iris Company Disclosure Schedule. Such representations and warranties by Iris the Company constitute the sole and exclusive representations and warranties of Iris the Company and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow Parent and Xxxxxx Merger Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx the Company and its Subsidiaries. (b) Except for the representations and warranties of Meadow Parent and Merger Sub contained in Article IV, Iris the Company acknowledges that neither Meadow Parent nor Merger Sub is making or has made, and no other Person is making or has made on behalf of the Meadow Parent or Merger Sub, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Iris The Company is not relying and it has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IV, including the Meadow Parent Disclosure Schedule. Such representations and warranties by Xxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow Parent and Merger Sub in connection with the Contemplated Transactions and Xxxx the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by XxxxxxParent.

No Other Representations and Warranties. (a) Except for the representations and warranties of Iris the Company contained in Article III, Meadow Parent, Acquisition Sub, and Merger Sub acknowledge that neither Iris the Company nor any of its Subsidiaries Company Subsidiary is making and has not made, and no other Person is making or has made on behalf of Iris the Company or any of its Company Subsidiaries, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactionstransactions contemplated hereby. Neither Meadow nor None of Parent, Acquisition Sub or Merger Sub is are relying and neither Meadow nor none of Parent, Acquisition Sub or Merger Sub has have relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article III, including the Iris Company Disclosure ScheduleLetter. Such representations and warranties by Iris the Company constitute the sole and exclusive representations and warranties of Iris the Company and its the Company Subsidiaries in connection with the Contemplated Transactions transactions contemplated hereby and each of Meadow Parent, Acquisition Sub and Xxxxxx Merger Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx the Company and its the Company Subsidiaries. (b) Except for the representations and warranties of Meadow Parent, Acquisition Sub and Merger Sub contained in Article IV, Iris the Company acknowledges that neither Meadow nor none of Parent, Acquisition Sub or Merger Sub is are making or has have made, and no other Person is making or has made on behalf of the Meadow Parent, Acquisition Sub or Merger Sub, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactionstransactions contemplated hereby. Iris The Company is not relying and it has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IV, including the Meadow Parent Disclosure ScheduleLetter. Such representations and warranties by Xxxxxx Parent, Acquisition Sub and Merger Sub constitute the sole and exclusive representations and warranties of Meadow Parent, Acquisition Sub and Merger Sub in connection with the Contemplated Transactions transactions contemplated hereby and Xxxx the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by XxxxxxParent.

No Other Representations and Warranties. (a) Except for the representations and warranties of Iris the Company contained in Article III, Meadow Parent and Merger Sub acknowledge that neither Iris the Company nor any of its Subsidiaries is making and has not made, and no other Person is making or has made on behalf of Iris the Company or any of its Subsidiaries, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Neither Meadow Parent nor Merger Sub is relying and neither Meadow Parent nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article III, including the Iris Company Disclosure Schedule. Such representations and warranties by Iris the Company constitute the sole and exclusive representations and warranties of Iris the Company and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow Parent and Xxxxxx Merger Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx the Company and its Subsidiaries. (b) Except for the representations and warranties of Meadow Parent and Merger Sub contained in Article IV, Iris the Company acknowledges that neither Meadow Parent nor Merger Sub is making or has made, and no other Person is making or has made on behalf of the Meadow Parent or Merger Sub, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Iris The Company is not relying and it has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IV, including the Meadow Parent Disclosure Schedule. Such representations and warranties by Xxxxxx Pxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow Parent and Merger Sub in connection with the Contemplated Transactions and Xxxx the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by XxxxxxParent.

No Other Representations and Warranties. (a) Except for with respect to the representations and warranties of Iris contained Seller set forth in Article IIIthis Agreement, Meadow and Merger Sub acknowledge that neither Iris nor any of its Subsidiaries is making and has not madethe Primary Purchase Agreement or the Ancillary Documents, and Seller makes no other Person is making guarantees, representations or has made on behalf of Iris or any of its Subsidiaries, any express or implied representation or warranty warranties to Buyer in connection with this Agreement, the Primary Purchase Agreement, the Ancillary Documents, or the transactions contemplated hereby or thereby, or the Acquired Assets, and hereby disclaims all liability and responsibility for any statement or information made, communicated or furnished (orally or in writing) to Buyer, other than in this Agreement, the Primary Purchase Agreement or the Contemplated Transactions. Neither Meadow nor Merger Sub is relying and neither Meadow nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IIIAncillary Documents, including without limitation any opinion, information, projection, or advice that may have been or may be provided to Buyer by Seller in anticipation of the Iris Disclosure Schedule. Such representations and warranties transactions contemplated hereby or thereby, including any information, documents or material made available by Iris constitute the sole and exclusive representations and warranties of Iris and its Subsidiaries Seller to Buyer in connection with the Contemplated Transactions and each of Meadow and Xxxxxx Sub understands, Buyer’s due diligence process. Buyer expressly acknowledges and agrees that all Buyer is not relying on any other representations or warranties of Seller, including the accuracy or completeness of any such other representations and warranties of any kind or nature warranties, whether express, implied or statutory are specifically disclaimed by Xxxx and its Subsidiaries. (b) Except for the representations and warranties of Meadow and Merger Sub contained in Article IV, Iris acknowledges that neither Meadow nor Merger Sub is making or has made, and no other Person is making or has made on behalf of the Meadow or Merger Sub, any express or implied representation or warranty implied. Except as set forth in connection with this Agreement or the Contemplated Transactions. Iris is not relying and it has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express the Acquired Assets shall be sold, assigned, transferred, conveyed and delivered to Buyer on the Closing Date “AS IS, WHERE IS” without any warranty or impliedrecourse whatsoever against Seller. SELLER DOES NOT MAKE AND EXPRESSLY DISCLAIMS, except for the representations and warranties in Article IVAND BUYER EXPRESSLY WAIVES, including the Meadow Disclosure Schedule. Such representations and warranties by Xxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow and Merger Sub in connection with the Contemplated Transactions and Xxxx understandsANY WARRANTIES OTHER THAN SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, acknowledges and agrees that all other representations and warranties of any kind or nature whether expressTHE PRIMARY PURCHASE AGREEMENT AND IN ANY ANCILLARY DOCUMENT, implied or statutory are specifically disclaimed by XxxxxxINCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ALLEGEDLY ARISING FROM ANY USAGE OR ANY TRADE OR FROM ANY COURSE OF DEALING.

No Other Representations and Warranties. (a) Except for with respect to the representations and warranties of Iris contained Buyer set forth in Article IIIthis Agreement, Meadow and Merger Sub acknowledge that neither Iris nor any of its Subsidiaries is making and has not madethe Primary Purchase Agreement or the Ancillary Documents, and Buyer makes no other Person is making guarantees, representations or has made on behalf of Iris or any of its Subsidiaries, any express or implied representation or warranty warranties to Seller in connection with this Agreement, the Primary Purchase Agreement, the Ancillary Documents, or the transactions contemplated hereby or thereby, and hereby disclaims all liability and responsibility for any statement or information made, communicated or furnished (orally or in writing) to either Seller, other than in this Agreement, the Primary Purchase Agreement or the Contemplated Transactions. Neither Meadow nor Merger Sub is relying and neither Meadow nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IIIAncillary Documents, including without limitation any opinion, information, projection, or advice that may have been or may be provided to either Seller by Buyer in anticipation of the Iris Disclosure Scheduletransactions contemplated hereby or thereby, including any information, documents or material made available by Buyer to either Seller. Such representations and warranties by Iris constitute the sole and exclusive representations and warranties of Iris and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow and Xxxxxx Sub understands, Each Seller expressly acknowledges and agrees that all Seller is not relying on any other representations or warranties of Buyer, including the accuracy or completeness of any such other representations and warranties of any kind or nature warranties, whether express, implied or statutory are specifically disclaimed by Xxxx and its Subsidiaries. (b) Except for the representations and warranties of Meadow and Merger Sub contained in Article IV, Iris acknowledges that neither Meadow nor Merger Sub is making or has made, and no other Person is making or has made on behalf of the Meadow or Merger Sub, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Iris is not relying and it has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied. BUYER DOES NOT MAKE AND EXPRESSLY DISCLAIMS, except for the representations and warranties in Article IVAND EACH SELLER EXPRESSLY WAIVES, including the Meadow Disclosure Schedule. Such representations and warranties by Xxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow and Merger Sub in connection with the Contemplated Transactions and Xxxx understandsANY WARRANTIES OTHER THAN BUYER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, acknowledges and agrees that all other representations and warranties of any kind or nature whether expressTHE PRIMARY PURCHASE AGREEMENT AND IN ANY ANCILLARY DOCUMENT, implied or statutory are specifically disclaimed by XxxxxxINCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ALLEGEDLY ARISING FROM ANY USAGE OR ANY TRADE OR FROM ANY COURSE OF DEALING.

No Other Representations and Warranties. (a) Except for the representations and warranties of Iris the Company contained in Article III2, Meadow Parent and the Merger Sub Subs acknowledge that neither Iris the Company nor any of its Subsidiaries is making and has not made, and no other Person is making or has made on behalf of Iris the Company or any of its Subsidiaries, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Neither Meadow Parent nor either Merger Sub is relying and neither Meadow Parent nor either Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article III2, including the Iris Company Disclosure Schedule. Such representations and warranties by Iris the Company constitute the sole and exclusive representations and warranties of Iris the Company and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow Parent and Xxxxxx Sub the Merger Subs understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx the Company and its Subsidiaries. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in Article 2, including the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is making and has not made, and no other Person is making or has made on behalf of the Company or any of its Subsidiaries, any express or implied representation or warranty with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses or (ii) any oral, written, video, electronic or other information presented to Parent, the Merger Subs or any of their respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Contemplated Transactions. (b) Except for the representations and warranties of Meadow Parent and the Merger Sub Subs contained in Article IV3, Iris the Company acknowledges that neither Meadow Parent nor either Merger Sub Sub, nor any of Parent’s Subsidiaries is making or has made, and no other Person is making or has made on behalf of the Meadow Parent or either Merger SubSub or any of Parent’s Subsidiaries, any express or implied representation or warranty in connection with this Agreement or the Contemplated Transactions. Iris The Company is not relying and it has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IV3, including the Meadow Parent Disclosure Schedule. Such representations and warranties by Xxxxxx Parent and the Merger Sub Subs constitute the sole and exclusive representations and warranties of Meadow Parent and the Merger Sub Subs in connection with the Contemplated Transactions and Xxxx the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by XxxxxxParent, the Merger Subs and Parent’s Subsidiaries. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by Parent and the Merger Subs in Article 3, including the Parent Disclosure Schedule, neither Parent nor either Merger Sub nor any of Parent’s Subsidiaries is making and has not made, and no other Person is making or has made on behalf of Parent or either Merger Sub or any of Parent’s Subsidiaries, any express or implied representation or warranty with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, the Merger Subs any of Parent’s Subsidiaries or their respective businesses or (ii) any oral, written, video, electronic or other information presented to the Company or any of its Representatives in the course of their due diligence investigation of Parent and the Merger Subs, the negotiation of this Agreement or the course of the Contemplated Transactions.

No Other Representations and Warranties. (a) Parent, Merger Sub and Company acknowledge that the representations and warranties set forth in this Agreement have been negotiated at arm’s length among sophisticated business entities. Except for the representations and warranties of Iris contained set forth in Article III3, Meadow any certificate delivered by Company pursuant to this Agreement, the Voting Agreement or the Guaranty, Parent and Merger Sub acknowledge that neither Iris nor any no member of its Subsidiaries is making and has not made, and no other Person is making the Company Group makes or has made on behalf of Iris or any of its Subsidiaries, any express or implied representation or warranty to any member of the Parent Group as to the accuracy or completeness of any information regarding the Company Group or any other matter. Parent and Merger Sub further agree that no member of the Company Group or other Person shall have or be subject to any liability to any member of the Parent Group or other Person resulting from the distribution to any member of the Parent Group, or any member of the Parent Group’s use, of any such information, including any information, document or material made available to the Parent Group in certain “data rooms”, management presentations or offering or information memoranda, or in any other form, in expectation of the transactions contemplated hereby (except to the extent otherwise expressly set forth in this Agreement). Parent and Merger Sub acknowledge that the burden to conduct an investigation of Company and its Subsidiaries lies solely with Parent and Merger Sub and that Parent and Merger Sub bear the risk that any information, document or material made available to them in the course of their investigation is inaccurate or incomplete, except to the extent otherwise expressly set forth in this Agreement. Without limitation, in connection with this Agreement or the Contemplated Transactions. Neither Meadow nor Parent and Merger Sub is relying and neither Meadow nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter Sub’s investigation of this Agreement, express or implied, except for the representations and warranties in Article III, including the Iris Disclosure Schedule. Such representations and warranties by Iris constitute the sole and exclusive representations and warranties of Iris and its Subsidiaries in connection with the Contemplated Transactions and each of Meadow and Xxxxxx Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Xxxx Company and its Subsidiaries. , Parent and Merger Sub have received from or on behalf of Company or its Affiliates certain estimates, projections and other forecasts and plans. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent and Merger Sub are familiar with such uncertainties and that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to them (b) including the reasonableness of the assumptions underlying such estimates, projections and other forecasts and plans). No member of the Company Group makes any representation or warranty with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions or the accuracy of the information underlying such estimates, projections and forecasts). Except for the representations and warranties of Meadow and set forth in Article 4, in any certificate delivered by Parent or Merger Sub contained pursuant to this Agreement, in Article IVthe Financing Letter or in the Guaranty, Iris Company acknowledges that neither Meadow nor Merger Sub is making or has made, and no other Person is making member of the Parent Group makes or has made on behalf of the Meadow or Merger Sub, any express or implied representation or warranty in connection with this Agreement to any member of the Company Group as to the accuracy or the Contemplated Transactions. Iris is not relying and it has not relied on completeness of any representations or warranties whatsoever information regarding the subject matter of Parent Group or any other matter. Notwithstanding anything in this Agreement, express nothing in this Section 8.1 or implied, except Section 8.2 shall limit any Person’s liability for the representations and warranties in Article IV, including the Meadow Disclosure Schedule. Such representations and warranties by Xxxxxx and Merger Sub constitute the sole and exclusive representations and warranties of Meadow and Merger Sub in connection with the Contemplated Transactions and Xxxx understands, acknowledges and agrees that all other representations and warranties of any kind fraud or nature whether express, implied or statutory are specifically disclaimed by Xxxxxxwillful misconduct.