Common use of No Other Representations and Warranties Clause in Contracts

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

No Other Representations and Warranties. Parent Each of Xxxxxx and Merger SubSub has made its own inquiry and investigation into Saturn and its Affiliates and has made an independent judgment concerning the transactions contemplated by this Agreement. Each of Xxxxxx and Merger Sub represents, on the one handwarrants, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, that except for the representations and warranties of Saturn contained in this Agreement and the Company set forth in Article 3 and Saturn Support Agreement, none of Parent and Merger Sub set forth in Article 4Saturn, (a) no party (its Affiliates or any of its affiliatestheir respective Representatives, stockholders, directors, officers, employees, agents, representatives, advisors or nor any other person) makesPerson, makes or has made, and no party (none of Xxxxxx, Merger Sub, their Affiliates or any of its affiliatestheir respective Representatives, stockholders, directors, officers, employees, agents, representatives, advisors or nor any other person) Person, has maderelied upon, any representations or warranties, express or impliedimplied representation or warranty with respect to Saturn or its Affiliates or their respective businesses, relating to such partyoperations, its subsidiariesassets, its businesses or operations liabilities, condition (financial or otherwise) or prospects, including or with respect to any information provided or materialsmade available to Xxxxxx, documentsMerger Sub, estimatestheir respective Representatives or any other Person in connection with the transactions contemplated hereby, including the accuracy, completeness or currency thereof. Without limiting the generality of the foregoing, none of Saturn, its Affiliates or any of their respective Representatives nor any other Person makes or has made, and none of Xxxxxx, Merger Sub, their respective Representatives nor any other Person has relied upon, any express or implied representation or warranty with respect to any projections, forecasts or other forward-looking informationestimates, business plans or other material provided budgets of future revenues, expenses or made available to the other party expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of Saturn, its affiliatesAffiliates or the future businesses, stockholders, directors, officers, employees, agents, representatives, advisors operations or affairs of Saturn or its Affiliates or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, and (b) any information or materialsinformation, documents, projections, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or Xxxxxx, Merger Sub, any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, their Representatives or any other person (including Person in “any physical or virtual data rooms” room or management presentations) presentations in anticipation or contemplation of connection with the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of transactions contemplated by this Agreement or otherwise, or the accuracy or completeness of such information, except to the extent any such information or material is the subject of any expressly addressed by a representation or warranty set forth contained in this Agreement. Each party acknowledges Agreement or the Saturn Support Agreement (and agrees that it is not relying on any representations or warranties, express or implied, relating then only to the other partyextent so expressly addressed), and none of Saturn, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party Affiliates or any of its affiliatestheir respective Representatives, stockholdersnor any other Person, directorswill have or be subject to any liability or indemnification obligation to Xxxxxx, officersMerger Sub, employeesthe Surviving Corporation, agents, representatives, advisors their respective Affiliates or any other person (including Person in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this Agreementconnection therewith.

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

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

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

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

No Other Representations and Warranties. Parent and Merger Sub, on the one hand, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, except for the representations and warranties of the Company set forth in Article 3 and Each of Parent and Merger Sub set forth has conducted its own independent review and analysis of the business, operations, assets, Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and each of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 43. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Schedules or elsewhere, as well as any information, documents or other materials (a) no party (including any such materials contained in any “data room” or reviewed by Parent or any of its affiliatesAffiliates, stockholders, or any of its or their respective directors, officers, employees, agentsstockholders, partners, members, agents or representatives, advisors ) or any other person) makes, and no party (management presentations or due diligence discussions that have been or shall hereafter be provided to or engaged in with Parent or any of its affiliates, stockholders, Affiliates or any of its or their respective directors, officers, employees, agents, representatives, advisors or any other person) has made, any representations or warranties, express or implied, relating to such party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directorspartners, officersmembers, employees, agents, representatives, advisors agents or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, representatives are not and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall will not be deemed to be representations or warranties of a party for purposes the Company or any of this Agreement except to the extent its Affiliates or any such information of its or material is the subject of any their respective directors, officers, employees, stockholders, partners, members, agents or representatives, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, except as may be expressly set forth in this AgreementArticle 3. Each party of Parent and Merger Sub acknowledges and agrees that it is that, to the fullest extent permitted by applicable Law, the Company and its Affiliates, stockholders, controlling persons or Representatives shall not relying have any liability or responsibility whatsoever to Parent, Merger Sub, any Parent Subsidiary, or their respective Affiliates, stockholders, controlling persons or Representatives on any representations basis (including in contract or warrantiestort, express under federal or implied, relating to the other party, its subsidiaries, its businesses or operations state securities Laws or otherwise, including with respect to ) based upon any information (including any statement, document or materials, documents, estimates, agreement delivered pursuant to this Agreement and any financial statements and any projections, forecasts estimates or other forward-looking information, business plans or other material ) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to such party Parent, Merger Sub, any Parent Subsidiary, or any of its their respective affiliates, stockholders, directors, officers, employees, agents, representatives, advisors controlling persons or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other TransactionRepresentatives, except as and only to the extent of the representations and warranties expressly set forth in this AgreementArticle 3.

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

No Other Representations and Warranties. Parent (a) Buyer has conducted its own independent investigation, review and Merger Subanalysis of, and reached its own independent conclusions regarding, the business, operations, assets, condition (financial or otherwise) and prospects of the Company Group, the Company Joint Ventures and the Business. Buyer acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises, records and other documents and information of and relating to the Company Group, the Company Joint Ventures and the Business for such purpose. In entering into this Agreement, Buyer acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to any Seller, any other Selling Entity, any member of the one handCompany Group, and any Company Joint Venture or any of their respective businesses (including the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, Business) except for the representations and warranties of the Company expressly set forth in Article 3 III (and, with respect to such representations and of Parent warranties, subject to any limitations included in this Agreement). (b) Buyer acknowledges and Merger Sub set forth agrees that (i) except for the representations and warranties contained in Article 4III, (a) no party (or neither any of its affiliatesSeller, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) makesSelling Entity, and no party (or any member of its affiliatesthe Company Group, stockholders, directors, officers, employees, agents, representatives, advisors or any Company Joint Ventures nor any other person) Person has mademade or makes any other representation or warranty, any representations written or warrantiesoral, express or implied, at law or in equity, made by, on behalf of or relating to such partyany Seller, its subsidiariesany other Selling Entity, its any member of the Company Group, any Company Joint Venture or any of their respective businesses or operations or otherwise(including the Business), including any representation or warranty as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the operation or probable success or profitability of the Sellers, the other Selling Entities, the Company Group, the Company Joint Ventures or their respective businesses (including the Business) following the Closing or (C) the accuracy or completeness of any information regarding the Sellers, the other Selling Entities, the Company Group, the Company Joint Ventures or their respective businesses (including the Business) made available to Buyer and its representatives in connection with this Agreement or their investigation of the Sellers, the other Selling Entities, the Company Group, the Company Joint Ventures or their respective businesses (including the Business) (including any estimates, forecasts, budgets, projections or other financial information with respect to the Sellers, the other Selling Entities, the Company Group, the Company Joint Ventures or their respective businesses (including the Business)), and (ii) Buyer will have no right or remedy (and the Sellers and their Affiliates will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or with respect to any Seller, any other Selling Entity, any member of the Company Group, the Company Joint Ventures or their respective businesses (including the Business), including in any information regarding the Sellers, the other Selling Entities, the Company Group, the Company Joint Ventures or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or their respective businesses (including the Business) made available to Buyer and its representatives in connection with this Agreement or their investigation of the Sellers, the other party Selling Entities, the Company Group, the Company Joint Ventures or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person their respective businesses (including in “data rooms” or management presentationsthe Business) in anticipation or contemplation of the Merger or (including any other Transaction, and (b) any information or materials, documents, estimates, projectionsforecasts, forecasts budgets, projections or other forward-looking information, business plans or other material provided or made available financial information with respect to the Sellers, the other party Selling Entities, the Company Group, the Company Joint Ventures or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisorstheir respective businesses (including the Business)), or any errors therein or omissions therefrom, other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of than the representations and warranties expressly set forth in this AgreementArticle III.

No Other Representations and Warranties. (a) Each of the Parent and Merger Sub, on the one hand, and the Company, on the other hand, each Entities acknowledges and agrees that, in connection with this Agreement and the Transactions, except for the representations and warranties of the Company Partnership Entities set forth in this Article 3 V and the representations and warranties of Parent and Merger Sub such Persons set forth in Article 4the Support Agreements, (ai) no party (none of the Partnership Entities, their respective Affiliates or Representatives nor any other Person makes or has made, and none of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors the Parent Entities or any other person) makesPerson is relying upon, and no party (any express or implied representation or warranty with respect to any of its affiliatesthe Partnership Entities, stockholders, directors, officers, employees, agents, representatives, advisors their respective Affiliates or any other person) has made, any representations Person related thereto or warranties, express their respective business or implied, relating to such party, its subsidiaries, its businesses or operations or otherwiseoperations, including with respect to any oral, written, video, electronic or other information provided or materialsmade available to the Parent Entities or any of their respective Affiliates or Representatives or any oral, written, video, electronic or other information developed by the Parent Entities, their respective Affiliates or any of their respective Representatives (including with respect to the accuracy or completeness thereof) and (ii) without limiting the generality of the foregoing clause (i), but subject to the representations, warranties and covenants of such Persons set forth in this Agreement and the Support Agreements, none of the Partnership Entities, their respective Affiliates or Representatives nor any other Person will have or be subject to any liability or other obligation to the Parent Entities or any other Person resulting from the distribution to the Parent Entities, their Affiliates or any of their respective Representatives (in any form whatsoever and through any medium whatsoever), or the use by any of them, of any information, documents, estimates, projections, sample calculations, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to the other party or any of its affiliatesthem, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in due diligence materials, “data rooms” or management presentations) presentations (formal or informal, in anticipation person, by phone, through video or contemplation in any other format), in expectation of the Merger or any other Transaction, and Transactions. (b) any information or materialsEach of the Parent Entities acknowledges and agrees that (i) in connection with the due diligence investigation by the Parent Entities, documents, the Parent Entities have received certain estimates, projections, forecasts or and other forward-looking information, as well as certain business plans and strategic plan information, regarding the Partnership Entities, their respective Affiliates and their respective businesses and operations, (ii) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which the Parent Entities are familiar, and (iii) the Parent Entities have not relied on such information or any other material provided or made available information (including with respect to the other party accuracy or completeness thereof) and will have no claim against the Partnership Entities, their respective Affiliates or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, their respective Representatives or any other person (including Person, with respect thereto, except for the representations and warranties made by the Partnership Entities set forth in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes Article V of this Agreement except to and any rights hereunder with respect thereto. (c) Without amending, limiting or otherwise modifying the extent any such information or material is representations and warranties of the subject of any representation or warranty Partnership Entities set forth in Article V of this Agreement. Each party Agreement or the representations and warranties of such Persons set forth in the Support Agreements, each of the Parent Entities acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, and its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available Representatives have received access to such party or any of its affiliatesbooks and records, stockholdersfacilities, directorsequipment, officers, employees, agents, representatives, advisors or any contracts and other person (including in “data rooms” or management presentations) in anticipation or contemplation assets of the Merger Partnership Entities and their respective Affiliates which it and its Representatives have desired or any other Transactionrequested to review, except and that it and its Representatives have had full opportunity to meet with the extent management of the representations Partnership Entities and warranties set forth in this Agreementto discuss the business and assets of the Partnership Entities and their respective Affiliates.

No Other Representations and Warranties. Parent Rook has made its own inquiry and investigation into Bixxxx xnd Merger SubSub and their respective Affiliates and has made an independent judgment concerning the transactions contemplated by this Agreement. Rook represents, on the one handwarrants, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, that except for the representations and warranties of the Company set forth in Article 3 and of Parent and Bixxxx xnd Merger Sub set forth contained in Article 4this Agreement, (a) no party (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 affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or Representatives nor any other person) makes, and no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) Person has maderelied upon, any representations or warranties, express or impliedimplied representation or warranty with respect to Bixxxx, relating to such partyMerger Sub or their Affiliates or their respective businesses, its subsidiariesoperations, its businesses or operations assets, liabilities, condition (financial or otherwise) or prospects, including or with respect to any information provided or materialsmade available to Rook, documentsits Representatives or any other Person in connection with the transactions contemplated hereby, estimatesincluding 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 forward-looking informationestimates, business plans or other material provided budgets of future revenues, expenses or made available to the other party expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of its affiliatesBixxxx, stockholdersMerger Sub, directorstheir Affiliates or the future businesses, officersoperations or affairs of Bixxxx, employees, agents, representatives, advisors Merger Sub or their Affiliates or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, and (b) any information or materialsinformation, documents, projections, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or Rook, any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Representatives or any other person (including Person in “any physical or virtual data rooms” room or management presentations) presentations in anticipation or contemplation of connection with the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of transactions contemplated by this Agreement or otherwise, or the accuracy or completeness of such information, except to the extent any such information or material is the subject of any expressly addressed by a representation or warranty set forth contained in this Agreement. Each party acknowledges , and agrees that it is not relying on any representations or warrantiesnone of Bixxxx, express or impliedMerger Sub, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party their Affiliates or any of its affiliatestheir respective Representatives, stockholdersnor any other Person, directorswill have or be subject to any liability or indemnification obligation to Rook, officersthe Surviving Corporation, employees, agents, representatives, advisors their respective Affiliates or any other person (including Person in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this Agreementconnection therewith.

No Other Representations and Warranties. Parent (a) The Partnership Entities acknowledge and Merger Sub, on the one hand, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, agree that except for the representations and warranties of the Company Parent Entities set forth in this Article 3 VI and the representations and warranties of Parent and Merger Sub such Persons set forth in Article 4the Support Agreements, (ai) no party (none of the Parent Entities, their respective Affiliates or Representatives nor any other Person makes or has made, and none of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors the Partnership Entities or any other person) makesPerson is relying upon, and no party (any express or implied representation or warranty with respect to any of its affiliatesthe Parent Entities, stockholders, directors, officers, employees, agents, representatives, advisors their respective Affiliates or any other person) has made, any representations Person related thereto or warranties, express their respective business or implied, relating to such party, its subsidiaries, its businesses or operations or otherwiseoperations, including with respect to any oral, written, video, electronic or other information provided or materialsmade available to the Partnership Entities or any of their respective Affiliates or Representatives or any oral, written, video, electronic or other information developed by the Partnership Entities, their respective Affiliates or any of their respective Representatives (including with respect to the accuracy or completeness thereof) and (ii) without limiting the generality of the foregoing clause (i), but subject to the representations, warranties and covenants of such Persons set forth in this Agreement and the Support Agreements, none of the Parent Entities, their respective Affiliates or Representatives nor any other Person will have or be subject to any liability or other obligation to the Partnership Entities or any other Person resulting from the distribution to the Partnership Entities, their Affiliates or any of their respective Representatives (in any form whatsoever and through any medium whatsoever), or the use by any of them, of any information, documents, estimates, projections, sample calculations, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to the other party or any of its affiliatesthem, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in due diligence materials, “data rooms” or management presentations) presentations (formal or informal, in anticipation person, by phone, through video or contemplation in any other format), in expectation of the Merger or any other Transaction, and Transactions. (b) any information or materialsEach of the Partnership Entities acknowledges and agrees that (i) in connection with the due diligence investigation by the Partnership Entities, documents, the Partnership Entities have received certain estimates, projections, forecasts or and other forward-looking information, as well as certain business plans and strategic plan information, regarding the Parent Entities, their respective Affiliates and their respective businesses and operations, (ii) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which the Partnership Entities are familiar, and (iii) the Partnership Entities have not relied on such information or any other material provided or made available information (including with respect to the other party accuracy or completeness thereof) and will have no claim against the Parent Entities, their respective Affiliates or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, their respective Representatives or any other person (including Person, with respect thereto, except for the representations and warranties made by the Parent Entities set forth in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes Article VI of this Agreement except to and any rights hereunder with respect thereto. (c) Without amending, limiting or otherwise modifying the extent any such information or material is representations and warranties of the subject of any representation or warranty Parent Entities set forth in Article VI of this Agreement. Each party Agreement or the representations and warranties of such Persons set forth in the Support Agreements, each of the Partnership Entities acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, and its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available Representatives have received access to such party or any of its affiliatesbooks and records, stockholdersfacilities, directorsequipment, officers, employees, agents, representatives, advisors or any contracts and other person (including in “data rooms” or management presentations) in anticipation or contemplation assets of the Merger Parent Entities and their respective Affiliates which it and its Representatives have desired or any other Transactionrequested to review, except and that it and its Representatives have had full opportunity to meet with the extent management of the representations Parent Entities and warranties set forth in this Agreementto discuss the business and assets of the Parent Entities and their respective Affiliates.

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

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

No Other Representations and Warranties. Parent Each of Xxxxxx and Merger SubSub has made its own inquiry and investigation into Rook and its Affiliates and has made an independent judgment concerning the transactions contemplated by this Agreement. Each of Xxxxxx and Merger Sub represents, on the one handwarrants, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, that except for the representations and warranties of the Company set forth Rook contained in Article 3 and this Agreement, none of Parent and Merger Sub set forth in Article 4Rook, (a) no party (its Affiliates or any of its affiliatestheir respective Representatives, stockholders, directors, officers, employees, agents, representatives, advisors or nor any other person) makesPerson, makes or has made, and no party (none of Xxxxxx, Merger Sub, their Affiliates or any of its affiliatestheir respective Representatives, stockholders, directors, officers, employees, agents, representatives, advisors or nor any other person) Person, has maderelied upon, any representations or warranties, express or impliedimplied representation or warranty with respect to Rook or its Affiliates or their respective businesses, relating to such partyoperations, its subsidiariesassets, its businesses or operations liabilities, condition (financial or otherwise) or prospects, including or with respect to any information provided or materialsmade available to Xxxxxx, documentsMerger Sub, estimatestheir respective Representatives or any other Person in connection with the transactions contemplated hereby, including the accuracy, completeness or currency thereof. Without limiting the generality of the foregoing, none of Rook, its Affiliates or any of their respective Representatives nor any other Person makes or has made, and none of Xxxxxx, Merger Sub, their respective Representatives nor any other Person has relied upon, any express or implied representation or warranty with respect to any projections, forecasts or other forward-looking informationestimates, business plans or other material provided budgets of future revenues, expenses or made available to the other party expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of Rook, its affiliatesAffiliates or the future businesses, stockholders, directors, officers, employees, agents, representatives, advisors operations or affairs of Rook or its Affiliates or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, and (b) any information or materialsinformation, documents, projections, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or Xxxxxx, Merger Sub, any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, their Representatives or any other person (including Person in “any physical or virtual data rooms” room or management presentations) presentations in anticipation or contemplation of connection with the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of transactions contemplated by this Agreement or otherwise, or the accuracy or completeness of such information, except to the extent any such information or material is the subject of any expressly addressed by a representation or warranty set forth contained in this Agreement. Each party acknowledges , and agrees that it is not relying on any representations or warranties, express or implied, relating to the other partynone of Rook, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party Affiliates or any of its affiliatestheir respective Representatives, stockholdersnor any other Person, directorswill have or be subject to any liability or indemnification obligation to Xxxxxx, officersMerger Sub, employeesthe Surviving Corporation, agents, representatives, advisors their respective Affiliates or any other person (including Person in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this Agreementconnection therewith.

No Other Representations and Warranties. Parent and Merger SubExcept for the representations or warranties expressly set forth in this Article IV or any document, agreement, certificate or other instrument contemplated hereby, none of the XXXX III Parties or any other Person on behalf of a XXXX III Party has made any representation or warranty, expressed or implied, with respect to the one handXXXX III Parties or any other XXXX III Subsidiary, and 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 Companyreasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the XXXX III Parties or any other XXXX III Subsidiary. In particular, without limiting the foregoing disclaimer, none of the XXXX III Parties or any other Person on the other hand, each acknowledges and agrees that, in connection behalf of a XXXX III Party makes or has made any representation or warranty to any XXXX IV Party or any of their respective Affiliates or Representatives with this Agreement and the Transactionsrespect to, except for the representations and warranties of made by the Company set forth XXXX III Parties in this Article 3 and of Parent and Merger Sub set forth in Article 4IV or any document, (a) no party (agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the XXXX IV Parties or any of its affiliatestheir respective Affiliates or Representatives in the course of their due diligence of the XXXX III Parties, stockholdersthe negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, directors, officers, employees, agents, representatives, advisors the XXXX III Parties acknowledge and agree that none of the XXXX IV Parties or any other person) makes, and no party (Person on behalf of a XXXX IV Party has made or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) has made, is making any representations or warrantieswarranties relating to the XXXX IV Parties whatsoever, express or implied, relating to such partybeyond those expressly given by the XXXX IV Parties in Article V or any document, its subsidiariesagreement, its businesses certificate or operations or otherwiseother instrument contemplated hereby, including with respect any implied representation or warranty as to the accuracy or completeness of any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided regarding any XXXX IV Party furnished or made available to the other party XXXX III Parties or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this Agreementtheir respective Representatives.

No Other Representations and Warranties. Parent and Merger Sub, on the one hand, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, except for the representations and warranties of the Company set forth in Article 3 and of Parent and Merger Sub set forth in Article 4, (a) no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) makes, and no party (or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person) has made, any representations or warranties, express or implied, relating to such party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, and (b) any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the other party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party Except for purposes of this Agreement except to the extent any such information or material is the subject of any representation or warranty set forth in this Agreement. Each party acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to such party or any of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction, except to the extent of the representations and warranties set forth in this Section 5 and the other Transaction Documents, none of Purchaser or any of its Affiliates, agents, officers, directors, Employees, stockholders, or representatives makes (and Purchaser expressly disclaims) any express or implied representations or warranties with respect to Purchaser or its business and affairs, or the accuracy or completeness of any other information provided, or made available, to the Company, the Sellers the Sellers’ Representative or any of their respective Affiliates, agents or representatives in connection with the Transactions. (b) Neither Purchaser nor any other Person (including the Affiliates, agents, officers, directors employees, stockholders or representatives of Purchaser) will have or be subject to any liabilities to the Company, the Sellers, the Sellers’ Representative or any of their respective Affiliates, agents or representatives or any Person resulting from the Company’s, a Seller’s or the Sellers’ Representative’s use of, or the use by any of their respective Affiliates, agents or representatives of any such information (including information, documents, projections, forecasts or other material made available to their respective employees, Affiliates, agents or representatives), teaser, confidential information memorandum or management presentations in connection with the Transactions, unless any such information is expressly and specifically included in a representation or warranty contained in this Section 5 or another Transaction Document. (c) Purchaser is an informed and sophisticated Person and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company as contemplated under this Agreement. Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and all Transactions. Subject to Section 10.1, Purchaser acknowledges and agrees that it is relying exclusively on the representations set forth in Section 3 and Section 4 and the other Transaction Documents and their own examination and investigation of the Company and that they are not relying on any other statements or documents. (d) Without limiting the generality of the foregoing, Purchaser acknowledges that neither the Sellers nor the Company makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows, or future financial condition (or any component thereof) of the Company or the future business and operations of the Company or (ii) any other written information or documents made available to Purchaser or it counsel, accountants or advisors with respect to the Company or any of its businesses, assets, liabilities or operations, except as expressly set forth in this Agreement and the other Transaction Documents.

No Other Representations and Warranties. Parent (a) The Partnership Entities acknowledge and Merger Sub, on the one hand, and the Company, on the other hand, each acknowledges and agrees that, in connection with this Agreement and the Transactions, agree that except for the representations and warranties of the Company Parent Entities set forth in this Article 3 VI and the representations and warranties of Parent and Merger Sub such Persons set forth in Article 4the Support Agreements, (ai) no party (none of the Parent Entities, their respective Affiliates or Representatives nor any other Person makes or has made, and none of its affiliates, stockholders, directors, officers, employees, agents, representatives, advisors the Partnership Entities or any other person) makesPerson is relying upon, and no party (any express or implied representation or warranty with respect to any of its affiliatesthe Parent Entities, stockholders, directors, officers, employees, agents, representatives, advisors their respective Affiliates or any other person) has made, any representations Person related thereto or warranties, express their respective business or implied, relating to such party, its subsidiaries, its businesses or operations or otherwiseoperations, including with respect to any oral, written, video, electronic or other information provided or materialsmade available to the Partnership Entities or any of their respective Affiliates or Representatives or any oral, written, video, electronic or other information developed by the Partnership Entities, their respective Affiliates or any of their respective Representatives (including with respect to the accuracy or completeness thereof) and (ii) without limiting the generality of the foregoing clause (i), but subject to the representations, warranties and covenants of such Persons set forth in this Agreement and the Support Agreements, none of the Parent Entities, their respective Affiliates or Representatives nor any other Person will have or be subject to any liability or other obligation to the Partnership Entities or any other Person resulting from the distribution to the Partnership Entities, their Affiliates or any of their respective Representatives (in any form whatsoever and through any medium whatsoever), or the use by any of them, of any information, documents, estimates, projections, sample calculations, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to the other party or any of its affiliatesthem, stockholders, directors, officers, employees, agents, representatives, advisors or any other person (including in due diligence materials, “data rooms” or management presentations) presentations (formal or informal, in anticipation person, by phone, through video or contemplation in any other format), in expectation of the Merger or any other Transaction, and Transactions. (b) any information or materialsEach of the Partnership Entities acknowledges and agrees that (i) in connection with the due diligence investigation by the Partnership Entities, documents, the Partnership Entities have received certain estimates, projections, forecasts or and other forward-looking information, as well as certain business plans and strategic plan information, regarding the Parent Entities, their respective Affiliates and their respective businesses and operations, (ii) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business and strategic plans, with which the Partnership Entities are familiar, and (iii) the Partnership Entities have not relied on such information or any other material provided or made available information (including with respect to the other party accuracy or completeness thereof) and will have no claim against the Parent Entities, their respective Affiliates or any of its affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, their respective Representatives or any other person (including Person, with respect thereto, except for the representations and warranties made by the Parent Entities set forth in “data rooms” or management presentations) in anticipation or contemplation of the Merger or any other Transaction shall not be deemed to be representations or warranties of a party for purposes Article VI of this Agreement except to and any rights hereunder with respect thereto. (c) Without amending, limiting or otherwise modifying the extent any such information or material is representations and warranties of the subject of any representation or warranty Parent Entities set forth in Article VI of this Agreement. Each party Agreement or the representations and 65 warranties of such Persons set forth in the Support Agreements, each of the Partnership Entities acknowledges and agrees that it is not relying on any representations or warranties, express or implied, relating to the other party, and its subsidiaries, its businesses or operations or otherwise, including with respect to any information or materials, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available Representatives have received access to such party or any of its affiliatesbooks and records, stockholdersfacilities, directorsequipment, officers, employees, agents, representatives, advisors or any contracts and other person (including in “data rooms” or management presentations) in anticipation or contemplation assets of the Merger Parent Entities and their respective Affiliates which it and its Representatives have desired or any other Transactionrequested to review, except and that it and its Representatives have had full opportunity to meet with the extent management of the representations Parent Entities and warranties set forth in this Agreementto discuss the business and assets of the Parent Entities and their respective Affiliates.