Common use of No Other Representations and Warranties Clause in Contracts

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR Parties or any other Person on behalf of a SOR Party has made any representation or warranty, expressed or implied, with respect to the SOR Parties or any other SOR 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 SOR Parties or any other SOR Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR Parties or any other Person on behalf of a SOR Party makes or has made any representation or warranty to SOR II or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR Parties in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR Parties acknowledge and agree that none of SOR II or any other Person has made or is making any representations or warranties relating to SOR II whatsoever, express or implied, beyond those expressly given by SOR II in Article 4, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II furnished or made available to the SOR Parties or any of their respective Representatives.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, 5 or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR REIT II Parties or any other Person on behalf of a SOR Party has made any representation or warranty, expressed or implied, with respect to the SOR REIT II Parties or any other SOR 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 the SOR REIT II Parties or any other SOR REIT II Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR REIT II Parties or any other Person on behalf of a SOR Party makes or has made any representation or warranty to SOR II any REIT I Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR REIT II Parties in this Article 5, 5 or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II the REIT I Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR REIT II Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR Parties acknowledge and agree that none of SOR REIT II or any other Person has made or is making any representations or warranties relating to SOR II whatsoever, express or implied, beyond those expressly given by SOR II in Article 4, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II furnished or made available to the SOR Parties or any of their respective Representatives.55

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, IV or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR REIT III Parties or any other Person on behalf of a SOR REIT III Party has made any representation or warranty, expressed or implied, with respect to the SOR REIT III Parties or any other SOR REIT III 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 SOR REIT III Parties or any other SOR REIT III Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR REIT III Parties or any other Person on behalf of a SOR REIT III Party makes or has made any representation or warranty to SOR any REIT II Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR REIT III Parties in this Article 5, IV or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR the REIT II Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR REIT III Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR REIT III Parties acknowledge and agree that none of SOR the REIT II Parties or any other Person on behalf of a REIT II Party has made or is making any representations or warranties relating to SOR the REIT II Parties whatsoever, express or implied, beyond those expressly given by SOR the REIT II Parties in Article 4, V or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR any REIT II Party furnished or made available to the SOR REIT III Parties or any of their respective Representatives.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 54, or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR Parties II or any other Person on behalf of a SOR Party II has made any representation or warranty, expressed or implied, with respect to the SOR Parties II or any other SOR 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 the SOR Parties II or any other SOR II Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR Parties II or any other Person on behalf of a SOR Party II makes or has made any representation or warranty to any SOR II Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR Parties II in this Article 54, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the SOR II Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR PartiesII, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, SOR II acknowledges and agrees that none of the SOR Parties acknowledge and agree that none of SOR II or any other Person has made or is making any representations or warranties relating to the SOR II Parties whatsoever, express or implied, beyond those expressly given by any SOR II Party in Article 45, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any SOR II Party furnished or made available to the SOR Parties II or any of their its respective Representatives.

No Other Representations and Warranties. Except Saturn has made its own inquiry and investigation into Xxxxxx and Merger Sub and their respective Affiliates and has made an independent judgment concerning the transactions contemplated by this Agreement. Saturn represents, warrants, acknowledges and agrees that except for the representations or and warranties expressly set forth of Xxxxxx and Merger Sub contained in this Article 5, or any document, agreement, certificate or other instrument contemplated herebyAgreement and the Saturn Support Agreement, none of the SOR Parties Xxxxxx, Merger Sub, their Affiliates or any of their respective Representatives, nor any other Person, makes or has made, and none of Saturn or any of its Representatives nor any other Person on behalf of a SOR Party has made relied upon, any express or implied representation or warranty, expressed or implied, warranty with respect to the SOR Parties Xxxxxx, Merger Sub or any other SOR Subsidiary, their Affiliates or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, or with respect to any information provided or made available to Saturn, its 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 Xxxxxx, Merger Sub, their Affiliates or any of their respective Representatives nor any other Person makes or has made, and none of Saturn or any of its Representatives nor any other Person has relied upon, any express or implied representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), results future cash flows (or any component thereof) or future financial condition (or any component thereof) of operationsXxxxxx, Merger Sub, their Affiliates or the future operating businesses, operations or financial resultsaffairs of Xxxxxx, Merger Sub or their Affiliates or any other information, documents, projections, estimates, projectionsforecasts or other material made available to Saturn, forecastsany of its Representatives or any other Person in any physical or virtual data room or management presentations in connection with the transactions contemplated by this Agreement or otherwise, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of such information, except to the extent any such information regarding the SOR Parties or any other SOR Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR Parties or any other Person on behalf of is expressly addressed by a SOR Party makes or has made any representation or warranty to SOR II or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR Parties in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement or the Saturn Support Agreement (and then only to the contraryextent so expressly addressed), the SOR Parties acknowledge and agree that none of SOR II or any other Person has made or is making any representations or warranties relating to SOR II whatsoeverXxxxxx, express or impliedMerger Sub, beyond those expressly given by SOR II in Article 4, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II furnished or made available to the SOR Parties their Affiliates or any of their respective Representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Saturn, the Surviving Corporation, their respective Affiliates or any other Person in connection therewith.

No Other Representations and Warranties. (a) Except for the representations or warranties expressly set forth in this Article 54, or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR Parties or neither REIT I nor any other Person on behalf of a SOR Party has made any representation or warranty, expressed or implied, with respect to the SOR Parties REIT I or any other SOR 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 SOR Parties REIT I or any other SOR REIT I Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR Parties or neither REIT I nor any other Person on behalf of a SOR Party makes or has made any representation or warranty to SOR any REIT II Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR Parties REIT I in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby4, any oral or written information presented to SOR the REIT II Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR PartiesREIT I, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR Parties acknowledge REIT I acknowledges and agree agrees that none of SOR neither REIT II or nor any other Person has made or is making any representations or warranties relating to SOR the REIT II Parties whatsoever, express or implied, beyond those expressly given by SOR any REIT II Party in Article 4, or any document, agreement, certificate or other instrument contemplated hereby5, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR any REIT II Party furnished or made available to the SOR Parties REIT I or any of their respective its Representatives.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, 4 or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR REIT I Parties or any other Person on behalf of a SOR Party has made any representation or warranty, expressed or implied, with respect to the SOR REIT I Parties or any other SOR 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 SOR REIT I Parties or any other SOR REIT I Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR REIT I Parties or any other Person on behalf of a SOR Party makes or has made any representation or warranty to SOR any REIT II Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR REIT I Parties in this Article 5, 4 or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR the REIT II Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR REIT I Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR REIT I Parties acknowledge and agree that none of SOR the REIT II Parties or any other Person has made or is making any representations or warranties relating to SOR the REIT II Parties whatsoever, express or implied, beyond those expressly given by SOR the REIT II Parties in Article 4, 5 or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR the REIT II Parties furnished or made available to the SOR REIT I Parties or any of their respective Representatives.. ARTICLE 5

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, V or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR REIT II Parties or any other Person on behalf of a SOR REIT II Party has made any representation or warranty, expressed or implied, with respect to the SOR REIT II Parties or any other SOR 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 the SOR REIT II Parties or any other SOR REIT II Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR REIT II Parties or any other Person on behalf of a SOR REIT II Party makes or has made any representation or warranty to SOR II any REIT III Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR REIT II Parties in this Article 5, V or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II the REIT III Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR REIT II Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR REIT II Parties acknowledge and agree that none of SOR II the REIT III Parties or any other Person on behalf of a REIT III Party has made or is making any representations or warranties relating to SOR II the REIT III Parties whatsoever, express or implied, beyond those expressly given by SOR II the REIT III Parties in Article 4, IV or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II any REIT III Party furnished or made available to the SOR REIT II Parties or any of their respective Representatives.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby4, none of the SOR Company Parties or any other Person on behalf of a SOR Party has made any representation or warranty, expressed or implied, with respect to the SOR Company Parties or any other SOR Company 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 SOR Company Parties or any other SOR Company Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR Company Parties or any other Person on behalf of a SOR Party makes or has made any representation or warranty to SOR II any Sxxxxxxxxx Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR Company Parties in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby4, any oral or written information presented to SOR II the Sxxxxxxxxx Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR Company Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR Company Parties acknowledge and agree that none of SOR II the Sxxxxxxxxx Parties or any other Person has made or is making any representations or warranties relating to SOR II the Sxxxxxxxxx Parties whatsoever, express or implied, beyond those expressly given by SOR II any Sxxxxxxxxx Party in Article 4, or any document, agreement, certificate or other instrument contemplated hereby5, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II any Sxxxxxxxxx Party furnished or made available to the SOR Parties Company or any of their respective Representatives.

No Other Representations and Warranties. Except Rook has made its own inquiry and investigation into Bixxxx xnd Merger Sub and their respective Affiliates and has made an independent judgment concerning the transactions contemplated by this Agreement. Rook represents, warrants, acknowledges and agrees that except for the representations or and warranties expressly set forth of Bixxxx xnd Merger Sub contained in this Article 5, or any document, agreement, certificate or other instrument contemplated herebyAgreement, none of the SOR Parties Bixxxx, Merger Sub, their Affiliates or any of their respective Representatives, nor any other Person, makes or has made, and none of Rook or any of its Representatives nor any other Person on behalf of a SOR Party has made relied upon, any express or implied representation or warranty, expressed or implied, warranty with respect to the SOR Parties Bixxxx, Merger Sub or any other SOR Subsidiary, their Affiliates or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, or with respect to any information provided or made available to Rook, its 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 Bixxxx, Merger Sub, their Affiliates or any of their respective Representatives nor any other Person makes or has made, and none of Rook or any of its Representatives nor any other Person has relied upon, any express or implied representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), results future cash flows (or any component thereof) or future financial condition (or any component thereof) of operationsBixxxx, Merger Sub, their Affiliates or the future operating businesses, operations or financial resultsaffairs of Bixxxx, Merger Sub or their Affiliates or any other information, documents, projections, estimates, projectionsforecasts or other material made available to Rook, forecastsany of its Representatives or any other Person in any physical or virtual data room or management presentations in connection with the transactions contemplated by this Agreement or otherwise, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of such information, except to the extent any such information regarding the SOR Parties or any other SOR Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR Parties or any other Person on behalf of is expressly addressed by a SOR Party makes or has made any representation or warranty to SOR II or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR Parties in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contraryAgreement, the SOR Parties acknowledge and agree that none of SOR II or any other Person has made or is making any representations or warranties relating to SOR II whatsoeverBixxxx, express or impliedMerger Sub, beyond those expressly given by SOR II in Article 4, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II furnished or made available to the SOR Parties their Affiliates or any of their respective Representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Rook, the Surviving Corporation, their respective Affiliates or any other Person in connection therewith.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, IV or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR XXXX III Parties or any other Person on behalf of a SOR XXXX III Party has made any representation or warranty, expressed or implied, with respect to the SOR XXXX III Parties or any other SOR XXXX III 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 SOR XXXX III Parties or any other SOR XXXX III Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR XXXX III Parties or any other Person on behalf of a SOR XXXX III Party makes or has made any representation or warranty to SOR II any XXXX IV Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR XXXX III Parties in this Article 5, IV or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II the XXXX IV Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR XXXX III Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR XXXX III Parties acknowledge and agree that none of SOR II the XXXX IV Parties or any other Person on behalf of a XXXX IV Party has made or is making any representations or warranties relating to SOR II the XXXX IV Parties whatsoever, express or implied, beyond those expressly given by SOR II the XXXX IV Parties in Article 4, V or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II any XXXX IV Party furnished or made available to the SOR XXXX III Parties or any of their respective Representatives.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 54, or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR SIR Parties or any other Person on behalf of a SOR SIR Party has made any representation or warranty, expressed or implied, with respect to the SOR SIR Parties or any other SOR SIR 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 SOR SIR Parties or any other SOR SIR Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR SIR Parties or any other Person on behalf of a SOR SIR Party makes or has made any representation or warranty to SOR II any STAR Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR SIR Parties in this Article 54, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II the STAR Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR SIR Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR SIR Parties acknowledge and agree that none of SOR II the STAR Parties or any other Person has made or is making any representations or warranties relating to SOR II the STAR Parties whatsoever, express or implied, beyond those expressly given by SOR II any STAR Party in Article 45, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II any STAR Party furnished or made available to the SOR SIR Parties or any of their respective Representatives.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, V or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR Parent Parties or any other Person on behalf of a SOR Parent Party has made any representation or warranty, expressed or implied, with respect to the SOR Parent Parties or any other SOR Subsidiaryof their respective Affiliates, 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 SOR Parent Parties or any other SOR Subsidiaryof their respective Affiliates. In particular, without limiting the foregoing disclaimer, none of the SOR Parent Parties or any other Person on behalf of a SOR Parent Party makes or has made any representation or warranty to SOR II the Company or any of their respective its Affiliates or Representatives with respect toto the Parent Parties, except for the representations and warranties made by the SOR Parent Parties in this Article 5, V or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II the Company or any of their respective its Affiliates or Representatives in the course of their due diligence of the SOR Parent Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR Parent Parties acknowledge and agree that none of SOR II the Company or any other Person on behalf of the Company has made or is making any representations or warranties relating to SOR II the Acquired Companies whatsoever, express or implied, beyond those expressly given by SOR II the Company in Article 4, IV or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II any Acquired Company furnished or made available to the SOR Parent Parties or any of their respective Representatives.. ARTICLE VI

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR REIT II Parties or any other Person on behalf of a SOR REIT II Party has made any representation or warranty, expressed or implied, with respect to the SOR REIT II Parties or any other SOR 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 the SOR REIT II Parties or any other SOR REIT II Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR REIT II Parties or any other Person on behalf of a SOR REIT II Party makes or has made any representation or warranty to SOR II any REIT I Party or any of their respective Affiliates or Representatives with respect to, to (except for the representations and warranties made by the SOR REIT II Parties in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, ) any oral or written information presented to SOR II the REIT I Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR REIT II Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR REIT II Parties acknowledge and agree that none of SOR II the REIT I Parties or any other Person has made or is making any representations or warranties relating to SOR II the REIT I Parties whatsoever, express or implied, beyond those expressly given by SOR II any REIT I Party in Article 4, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II any REIT I Party furnished or made available to the SOR REIT II Parties or any of their respective Representatives.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR Sxxxxxxxxx Parties or any other Person on behalf of a SOR Party has made any representation or warranty, expressed or implied, with respect to the SOR Sxxxxxxxxx Parties or any other SOR Sxxxxxxxxx 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 SOR Sxxxxxxxxx Parties or any other SOR Sxxxxxxxxx Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR Sxxxxxxxxx Parties or any other Person on behalf of a SOR Party makes or has made any representation or warranty to SOR II any Company Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR Sxxxxxxxxx Parties in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II the Company Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR Sxxxxxxxxx Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR Sxxxxxxxxx Parties acknowledge and agree that none of SOR II the Company Parties or any other Person has made or is making any representations or warranties relating to SOR II the Company Parties whatsoever, express or implied, beyond those expressly given by SOR II the Company Parties in Article 4, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II the Company Parties furnished or made available to the SOR Sxxxxxxxxx Parties or any of their respective Representatives.

No Other Representations and Warranties. Except for the representations or and warranties expressly set forth in this Article 5III, each of Parent and Merger Sub (a) (i) specifically acknowledges and agrees that neither the Company, the Company Entities nor any of their respective Affiliates, Representatives or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR Parties or equity holders nor any other Person on behalf of a SOR Party makes, or has made made, any other express or implied representation or warrantywarranty whatsoever (whether at law (including at common law or by statute) or in equity), expressed or implied, including with respect to the SOR Parties Company Entities or their respective businesses, assets, employees, Permits, liabilities, operations, prospects, condition (financial or otherwise) or any Projection, and (ii) hereby expressly waives and relinquishes any and all rights, Claims or causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) based on, arising out of or relating to any such other SOR Subsidiaryrepresentation or warranty or any Projection, (b) specifically acknowledges and agrees to the Company’s express disclaimer and negation of any such other representation or warranty or any Projection and of all liability and responsibility for any such other representation or warranty or any Projection and (c) expressly waives and relinquishes any and all rights, Claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at 829649.04-LACSR01A - MSW common law or by statute) or in equity) against (i) the Company in connection with accuracy, completeness or materiality of any Projection and (ii) any Affiliate of the Company or the Company’s or any such Affiliate’s respective Representatives or equity holders, and hereby specifically acknowledges and agrees that such Affiliate of the Company or the Company’s or any such Affiliate’s respective Representatives or equity holders shall have no liability or obligations, based on, arising out of or relating to this Agreement or the negotiation, execution, performance or subject matter of this Agreement, including (A) for any alleged nondisclosure or misrepresentations made by any such Person or (B) in connection with accuracy, completeness or materiality of any Projection. Each of Parent and Merger Sub acknowledges and agrees that (1) it has conducted to its satisfaction its own independent investigation of the transactions contemplated by this Agreement (including with respect to the Company Entities and their respective businesses, operations, assetsassets and liabilities) and, liabilitiesin making its determination to enter into this Agreement and proceed with the transactions contemplated by this Agreement, condition (financial or otherwise), has relied solely on the results of operationssuch independent investigation and the representations and warranties expressly set forth in Article III, future operating or financial resultsrespectively, estimates, projections, forecasts, plans or prospects and (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects2) or the accuracy or completeness of any information regarding the SOR Parties or any other SOR Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR Parties or any other Person on behalf of a SOR Party makes or has made any representation or warranty to SOR II or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made expressly set forth in Article III, it has not relied on, or been induced by, any representation, warranty or other statement of or by the SOR Parties in this Article 5, Company or any documentof its Affiliates, agreementRepresentatives or equity holders or any other Person, certificate including any Projection or other instrument contemplated hereby, any oral or written information presented with respect to SOR II the Company Entities or any of their respective Affiliates businesses, assets, employees, Permits, liabilities, operations, prospects or Representatives condition (financial or otherwise) or any Projection, in the course of their due diligence of the SOR Parties, the negotiation of determining to enter into this Agreement and proceed with the Merger or in the course of the other transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR Parties acknowledge and agree that none of SOR II or any other Person has made or is making any representations or warranties relating to SOR II whatsoever, express or implied, beyond those expressly given by SOR II in Article 4, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II furnished or made available to the SOR Parties or any of their respective Representatives.

No Other Representations and Warranties. (a) Except for the representations or and warranties expressly set forth made by Simplify in this Article ‎4 and Article 5 and by Simplify or 5, or any document, agreement, certificate or -Hour in the other instrument contemplated herebyTransaction Documents, none of the SOR Parties Simplify, 5-Hour or any other Person on behalf of a SOR Party makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to the SOR Parties or on behalf of Simplify, 5-Hour, Bridge Media or any other SOR Subsidiary, of their respective businessesAffiliates, 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 SOR Parties or any other SOR Subsidiary. In particularSimplify, without limiting the foregoing disclaimer5-Hour, none of the SOR Parties or any other Person on behalf of a SOR Party makes or has made any representation or warranty to SOR II Bridge Media or any of their respective Affiliates or Representatives with respect toany other matter furnished or provided to Arena or made available to Arena in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions. Simplify and its Affiliates disclaim any other representations or warranties, whether made by Simplify or any of its Affiliates or any of their respective Representatives. Simplify acknowledges and agrees that, except for the representations and warranties expressly made by Arena in Article ‎3 and the SOR Parties in this Article 5other Transaction Documents, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR Parties acknowledge and agree that none of SOR II or neither Arena nor any other Person is making or has made or is making any representations or warranties relating to SOR II whatsoeverwarranty, express expressed or implied, beyond those expressly given by SOR II at law or in Article 4equity, with respect to or on behalf of Arena or its Subsidiaries, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II Arena or its Subsidiaries or any other matter furnished or provided to Simplify, Bridge Media or 5-Hour or made available to Simplify, Bridge Media or 5-Hour in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the SOR Parties Transactions, and reliance on any representations, warranties, statements, omissions, information or matters furnished or provided, other than the representations and warranties expressly made by Arena in Article 3 and the other Transaction Documents, is hereby expressly disclaimed by Simplify. Notwithstanding the foregoing, nothing in this Agreement shall limit any party’s remedies in the case of their respective Representativesactual fraud.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, V or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR GAHR IV Parties or any other Person on behalf of a SOR GAHR IV Party has made any representation or warranty, expressed or implied, with respect to the SOR GAHR IV Parties or any other SOR GAHR IV 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 SOR GAHR IV Parties or any other SOR GAHR IV Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR GAHR IV Parties or any other Person on behalf of a SOR GAHR IV Party makes or has made any representation or warranty to SOR II any GAHR III Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR GAHR IV Parties in this Article 5, V or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II the GAHR III Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR GAHR IV Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR GAHR IV Parties acknowledge and agree that none of SOR II the GAHR III Parties or any other Person on behalf of a GAHR III Party has made or is making any representations or warranties relating to SOR II the GAHR III Parties whatsoever, express or implied, beyond those expressly given by SOR II the GAHR III Parties in Article 4, IV or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II any GAHR III Party furnished or made available to the SOR GAHR IV Parties or any of their respective Representatives.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, IV or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR REIT I Parties or any other Person on behalf of a SOR REIT I Party has made any representation or warranty, expressed or implied, with respect to the SOR REIT I Parties or any other SOR 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 SOR REIT I Parties or any other SOR REIT I Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR REIT I Parties or any other Person on behalf of a SOR REIT I Party makes or has made any representation or warranty to SOR any REIT II Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR REIT I Parties in this Article 5, IV or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR the REIT II Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR REIT I Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR REIT I Parties acknowledge and agree that none of SOR the REIT II Parties or any other Person on behalf of a REIT II Party has made or is making any representations or warranties relating to SOR the REIT II Parties whatsoever, express or implied, beyond those expressly given by SOR the REIT II Parties in Article 4, V or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR any REIT II Party furnished or made available to the SOR REIT I Parties or any of their respective Representatives.

No Other Representations and Warranties. (a) Except for the representations or and warranties expressly set forth in this Article 55 and in any Other Transaction Agreement or in the case of intentional fraud or willful misconduct, the Seller specifically acknowledges and agrees that neither the Purchaser nor any of its Affiliates, Representatives or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR Parties equity holders or any other Person on behalf of a SOR Party makes, or has made made, any other express or implied representation or warrantywarranty whatsoever (whether at law (including at common law or by statute) or in equity). Except for the representations and warranties expressly set forth in Article 3 and Article 4 and in any Other Transaction Agreement, expressed the Seller hereby expressly disclaims and negates (i) any other express or impliedimplied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to (A) the SOR Parties Acquired Companies or any other SOR Subsidiary, of their respective businesses, operationsassets, assetsemployees, Permits, liabilities, operations, prospects or condition (financial or otherwise) or (B) any opinion, projection, forecast, statement, budget, estimate, advice or other similar information (including information with respect to the future revenues, results or operations (or any component thereof), results of operationscash flows, future operating financial condition (or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospectsany component thereof) or the accuracy or completeness future business and operations of any information regarding the SOR Parties or Acquired Companies, as well as any other SOR Subsidiary. In particular, without limiting the foregoing disclaimer, none business plan and cost-related plan information of the SOR Parties Acquired Companies), made, communicated or any other Person on behalf of a SOR Party makes furnished (orally or has in writing), or to be made, communicated or furnished (orally or in writing), to the Purchaser, its Affiliates or its Representatives, in each case, whether made any representation or warranty to SOR II by the Seller, DPG, the Acquired Companies or any of their respective Affiliates Affiliates, Representatives or Representatives with respect to, except for the representations and warranties made by the SOR Parties in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR Parties acknowledge and agree that none of SOR II equity holders or any other Person has made or is making (this clause (B), collectively, “Projections”) and (ii) all liability and responsibility for any representations or warranties relating to SOR II whatsoever, express or implied, beyond those expressly given by SOR II in Article 4, or any document, agreement, certificate or such other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II furnished or made available to the SOR Parties or any of their respective RepresentativesProjection.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, V or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR Parent Parties or any other Person on behalf of a SOR Parent Party has made any representation or warranty, expressed or implied, with respect to the SOR Parent Parties or any other SOR Subsidiaryof their respective Subsidiaries, 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 SOR Parent Parties or any other SOR Subsidiaryof their respective Subsidiaries. In particular, without limiting the foregoing disclaimer, none of the SOR Parent Parties or any other Person on behalf of a SOR Parent Party makes or has made any representation or warranty to SOR II the Company or any of their respective its Affiliates or Representatives with respect toto the Parent Parties, except for the representations and warranties made by the SOR Parent Parties in this Article 5, V or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II the Company or any of their respective its Affiliates or Representatives in the course of their due diligence of the SOR Parent Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR Parent Parties acknowledge and agree that none of SOR II the Company or any other Person on behalf of the Company has made or is making any representations or warranties relating to SOR II the Acquired Companies whatsoever, express or implied, beyond those expressly given by SOR II the Company in Article 4, IV or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II any Acquired Company furnished or made available to the SOR Parent Parties or any of their respective Representatives.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, none of the SOR STAR Parties or any other Person on behalf of a SOR STAR Party has made any representation or warranty, expressed or implied, with respect to the SOR STAR Parties or any other SOR STAR 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 SOR STAR Parties or any other SOR STAR Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR STAR Parties or any other Person on behalf of a SOR STAR Party makes or has made any representation or warranty to SOR II any SIR Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR STAR Parties in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II the SIR Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR STAR Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SOR STAR Parties acknowledge and agree that none of SOR II the SIR Parties or any other Person has made or is making any representations or warranties relating to SOR II the SIR Parties whatsoever, express or implied, beyond those expressly given by SOR II any SIR Party in Article 4, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II any SIR Party furnished or made available to the SOR STAR Parties or any of their respective Representatives.

No Other Representations and Warranties. Except Rook has made its own inquiry and investigation into Xxxxxx and Merger Sub and their respective Affiliates and has made an independent judgment concerning the transactions contemplated by this Agreement. Rook represents, warrants, acknowledges and agrees that except for the representations or and warranties expressly set forth of Xxxxxx and Merger Sub contained in this Article 5, or any document, agreement, certificate or other instrument contemplated herebyAgreement, none of the SOR Parties Xxxxxx, Merger Sub, their Affiliates or any of their respective Representatives, nor any other Person, makes or has made, and none of Rook or any of its Representatives nor any other Person on behalf of a SOR Party has made relied upon, any express or implied representation or warranty, expressed or implied, warranty with respect to the SOR Parties Xxxxxx, Merger Sub or any other SOR Subsidiary, their Affiliates or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, or with respect to any information provided or made available to Rook, its 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 Xxxxxx, Merger Sub, their Affiliates or any of their respective Representatives nor any other Person makes or has made, and none of Rook or any of its Representatives nor any other Person has relied upon, any express or implied representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), results future cash flows (or any component thereof) or future financial condition (or any component thereof) of operationsXxxxxx, Merger Sub, their Affiliates or the future operating businesses, operations or financial resultsaffairs of Xxxxxx, Merger Sub or their Affiliates or any other information, documents, projections, estimates, projectionsforecasts or other material made available to Rook, forecastsany of its Representatives or any other Person in any physical or virtual data room or management presentations in connection with the transactions contemplated by this Agreement or otherwise, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of such information, except to the extent any such information regarding the SOR Parties or any other SOR Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SOR Parties or any other Person on behalf of is expressly addressed by a SOR Party makes or has made any representation or warranty to SOR II or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SOR Parties in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to SOR II or any of their respective Affiliates or Representatives in the course of their due diligence of the SOR Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contraryAgreement, the SOR Parties acknowledge and agree that none of SOR II or any other Person has made or is making any representations or warranties relating to SOR II whatsoeverXxxxxx, express or impliedMerger Sub, beyond those expressly given by SOR II in Article 4, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding SOR II furnished or made available to the SOR Parties their Affiliates or any of their respective Representatives, nor any other Person, will have or be subject to any liability or indemnification obligation to Rook, the Surviving Corporation, their respective Affiliates or any other Person in connection therewith.