Common use of No Other Representations and Warranties Clause in Contracts

No Other Representations and Warranties. Except for the representations and warranties contained in this Section 3.01 or in any certificates delivered by or on behalf of the Company in connection with the Closing, none of the Company, any affiliate of the Company or any other person makes any representations or warranties, and the Company hereby disclaims any other representations or warranties, whether made by the Company, any affiliate of the Company, or any of their respective officers, directors, employees, agents or other Representatives, with respect to the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, to the Parent, Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives of any documentation or other information. None of the Company, any affiliate of the Company or any other person will have or be subject to, in the absence of fraud, any liability to Parent or Merger Sub or any other person resulting from the distribution to Parent or Merger Sub, or either of their use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in this Section 3.01 or in a certificate delivered by or on behalf of the Company in connection with the Closing.

No Other Representations and Warranties. Except for the representations and warranties contained set forth in this Section 3.01 Article 4, each of Parent and Merger Subsidiary acknowledges and agrees that no other representation or warranty of any kind whatsoever, express or implied, at law or in any certificates delivered equity, is made or shall be deemed to have been made by or on behalf of the Company in connection or its Subsidiaries with respect to their respective businesses, affairs, assets, liabilities, financial conditions, results of operations or prospects or with respect to the Closing, none accuracy or completeness of the Company, any affiliate other information provided or made available to Parent or Merger Subsidiary by or on behalf of the Company or any other person makes any representations or warrantiesits Subsidiaries, and the Company hereby disclaims any other representations such representation or warrantieswarranty, whether made by the Company, any affiliate or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, any of their respective Subsidiaries or any of their respective officers, directors, employees, agents Representatives or other Representatives, with respect to the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, to the Parent, Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives Affiliates of any documentation or other information. None of the Company, any affiliate of information by the Company or any other person of its Representatives with respect to any one or more of the foregoing. Neither the Company nor any of its Representatives or Affiliates will have or be subject to, in the absence of fraud, to any liability or obligation to Parent or Merger Sub Subsidiary or any other person Person resulting from the distribution in written or verbal communications to Parent or Merger Sub, or either Subsidiary of their use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or to Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives Subsidiary in certain online “data rooms,” confidential information memoranda or management presentations in expectation of the transactions contemplated by this Agreement, unless interviews and then only to the extent that any such information is expressly included in a representation or warranty contained in this Section 3.01 or in a certificate delivered by or on behalf of the Company in connection with the Closingpresentations.

No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 4, neither Company nor any other Person on behalf of Company has made any representation or warranty, expressed or implied, with respect to Company or Company Subsidiaries, their 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 Company or Company Subsidiaries. In particular, without limiting the foregoing disclaimer, neither Company nor any other Person makes or has made any representation or warranty to Parent or any of its Affiliates or Representatives with respect to, except for the representations and warranties contained made by Company in this Section 3.01 or in any certificates delivered by or on behalf of the Company in connection with the Closing, none of the CompanyArticle 4, any affiliate of the Company oral or any other person makes any representations or warranties, and the Company hereby disclaims any other representations or warranties, whether made by the Company, any affiliate of the Company, written information presented to Parent or any of its Affiliates or Representatives in the course of their respective officersdue diligence of Company, directors, employees, agents or other Representatives, with respect to the negotiation, execution and delivery negotiation of this Agreement or in the course of the transactions contemplated hereby, notwithstanding the delivery or disclosure, . Notwithstanding anything contained in writing or orally, this Agreement to the Parentcontrary, Merger Sub Company acknowledges and agrees that none of Parent or any other Person has made or is making any representations or warranties relating to Parent whatsoever, express or implied, beyond those expressly given by Parent in Article 5, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to Company or any of their officers, directors, employees, agents, affiliates or other Representatives of any documentation or other information. None of the Company, any affiliate of the Company or any other person will have or be subject to, in the absence of fraud, any liability to Parent or Merger Sub or any other person resulting from the distribution to Parent or Merger Sub, or either of their use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in this Section 3.01 or in a certificate delivered by or on behalf of the Company in connection with the Closingits Representatives.

No Other Representations and Warranties. Except for the representations and warranties contained set forth in this Section 3.01 Article 5, the Company acknowledges and agrees that no other representation or warranty of any kind whatsoever, express or implied, at law or in any certificates delivered equity, is made or shall be deemed to have been made by or on behalf of Parent or its Subsidiaries with respect to their respective businesses, affairs, assets, liabilities, financial conditions, results of operations or prospects or with respect to the Company in connection with the Closing, none accuracy or completeness of the Company, any affiliate of the Company or any other person makes any representations information provided or warrantiesmade available to Company by or on behalf of Parent or its Subsidiaries, and the Company each of Parent and Merger Subsidiary hereby disclaims any other representations such representation or warrantieswarranty, whether made by or on behalf of Parent or Merger Subsidiary, and notwithstanding the Company, any affiliate of delivery or disclosure to the Company, or any of their respective officers, directors, employees, agents Representatives or other Representatives, with respect to the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, to the Parent, Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives Affiliates of any documentation or other information. None information by Parent, Merger Subsidiary, any of their respective Subsidiaries or any of their Representatives or any of their respective Subsidiaries with respect to any one or more of the Companyforegoing. Neither Parent, Merger Subsidiary nor any affiliate of their Representatives will have or be subject to any liability or obligation to the Company or any other person will have or be subject to, in the absence of fraud, any liability to Parent or Merger Sub or any other person Person resulting from the distribution in written or verbal communications to Parent or Merger Sub, or either the Company of their use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives the Company in certain online “data rooms,” confidential information memoranda or management presentations in expectation of the transactions contemplated by this Agreement, unless interviews and then only to the extent that any such information is expressly included in a representation or warranty contained in this Section 3.01 or in a certificate delivered by or on behalf of the Company in connection with the Closingpresentations.

No Other Representations and Warranties. Except for the representations and warranties contained expressly set forth in this Section 3.01 ARTICLE III, neither the Company nor any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at Law or in any certificates delivered equity by the Company itself or on behalf of the Company in connection with or any other the Closing, none of the Company, any affiliate Company or on behalf of the Company or any of its Subsidiaries, including any representation or warranty regarding the Company, any Purchased Shares, or any assets or Liabilities of the Company or any of its Subsidiaries or Affiliates, or any other person makes rights or Liabilities to be transferred pursuant to this Agreement or the Transaction Documents or any representations or warrantiesother matter, and the Company hereby disclaims any all other representations and warranties of any kind whatsoever, express or warrantiesimplied, whether made by the Companywritten or oral, at Law or in equity. The Company hereby disclaims all Liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to any Purchaser, any affiliate of its Affiliates, or any of its or their respective Representatives, including omissions therefrom. Without limiting the foregoing, the Company does not make any representation or warranty of any kind whatsoever, express or implied, written or oral, at Law or in equity, to any Purchaser, any of its Affiliates, or any of its or their respective Representatives regarding the success, profitability or value of the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees, agents or other Representatives, with respect to the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, to the Parent, Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives of any documentation or other information. None of the Company, any affiliate of the Company or any other person will have or be subject to, in the absence of fraud, any liability to Parent or Merger Sub or any other person resulting from the distribution to Parent or Merger Sub, or either of their use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in this Section 3.01 or in a certificate delivered by or on behalf of the Company in connection with the ClosingAffiliates.

No Other Representations and Warranties. Except for the representations and warranties contained in Article IV of this Section 3.01 or in any certificates delivered by or on behalf of Agreement, Parent acknowledges that neither the Company nor any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent and its Representatives in connection with the Closingtransactions contemplated hereby and that neither the Company, none its Subsidiaries nor any of their respective Representatives has made any representation or warranty regarding the Company, its Subsidiaries or their respective businesses. Parent acknowledges that neither the Company, any affiliate of the Company or any other person makes any representations or warranties, and the Company hereby disclaims any other representations or warranties, whether made by the Company, any affiliate of the Company, or its Subsidiaries nor any of their respective officers, directors, employees, agents Representatives will have or other Representatives, with respect be subject to the negotiation, execution and delivery of this Agreement any liability or the transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, obligation to the Parent, Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives of any documentation or other information. None of the Company, any affiliate of the Company or any other person will have or be subject to, in the absence of fraud, any liability to Parent or Merger Sub or any other person Person resulting from the distribution distribution, communication or furnishing to Parent Parent, Merger Sub and their respective Representatives (whether in written or Merger Suboral form), or either use by any of their use ofsuch Persons, any such information, including of any information, documents, projections, forecasts or other material made available to Parent or Merger Sub or any of their officerssuch Persons, directors, employees, agents, affiliates or other Representatives in certain “data rooms” confidential information memoranda or management interviews and presentations in expectation of the transactions contemplated by transactions. Notwithstanding the foregoing, neither (a) this AgreementSection 5.09, unless (b) the scope of the representations and then only to the extent that any such information is expressly included in a representation or warranty contained warranties set out in this Section 3.01 Agreement nor (c) the absence of any representation and warranty from this Agreement shall (or in a certificate delivered by shall be deemed to) limit, modify or otherwise affect any claim or cause of action of Parent or Merger Sub based on behalf of the Company in connection with the Closingfraud or intentional misrepresentation.

No Other Representations and Warranties. Except for Each of Parent and Merger Sub has conducted its own independent review and analysis of the Company and its Subsidiaries and their respective businesses. 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 any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in this Section 3.01 Article 3 or in any certificates delivered by or on behalf of the Company certificate provided in connection with this Agreement. Each of Parent and Merger Sub acknowledges and agrees that, to the Closingfullest extent permitted by applicable Law, none of the Company, any affiliate of the Company and its Subsidiaries, and their respective affiliates, stockholders, controlling Persons or Representatives shall not have any liability or responsibility whatsoever to Parent, Merger Sub, or their respective affiliates, stockholders, controlling Persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any other person makes any representations or warrantiesomissions therefrom), and the Company hereby disclaims any other representations or warrantiesto Parent, whether made by the Company, any affiliate of the CompanyMerger Sub, or any of their respective officersaffiliates, directorsstockholders, employees, agents controlling Persons or other Representatives, with respect to the negotiation, execution except as and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, to the Parent, Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives of any documentation or other information. None of the Company, any affiliate of the Company or any other person will have or be subject to, in the absence of fraud, any liability to Parent or Merger Sub or any other person resulting from the distribution to Parent or Merger Sub, or either of their use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included set forth in a representation or warranty contained in this Section 3.01 Article 3 or in a any certificate delivered by or on behalf of the Company in connection with the Closingprovided pursuant to this Agreement.

No Other Representations and Warranties. Except The Company acknowledges and agrees that (a) it has conducted its own independent investigation of Parent and Merger Sub (b) except for the representations and warranties contained set forth in this Section 3.01 Article IV or in any certificates certificate delivered by or on behalf of the Company in connection with the Closingpursuant to Section 7.03, none of the Companyneither Parent nor Merger Sub, any affiliate of the Company or any other person makes any representations or warranties, and the Company hereby disclaims any other representations or warranties, whether made by the Company, any affiliate of the Company, or nor any of their respective officersstockholders or Representatives, directorsnor any other person, employeeshas made or is making to the Company any other representation or warranty, agents express or other Representativesimplied, with respect to the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, to the Parent, Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives of any documentation or other information. None of the Company, any affiliate of the Company or any other person will have or be subject to, in the absence of fraud, any liability to Parent or Merger Sub or any other person resulting from the distribution to Parent or Merger Sub, or either of their use of, any such informationmatter, including with respect to any information, documents, projections, forecasts information provided or other material made available to the Company, and (c) except for the representations and warranties set forth in Article IV or in any certificate delivered pursuant to Section 7.03, it has not been induced by or relied upon any representation, warranty or other statement, express or implied, made by Parent or Merger Sub or any of their officersrespective stockholders, directors, officers, employees, agentsaffiliates, affiliates advisors, agents or other Representatives in certain “data rooms” or management presentations in expectation any other person. Neither Parent nor Merger Sub, nor any of their respective stockholders or Representatives, will have or be subject to any liability to the Company or any Company Subsidiary or any other person as a result of the transactions contemplated by this Agreementdelivery, unless and then only dissemination or any other distribution to the extent that Company or any such information is expressly included in a representation Company Subsidiary or warranty contained in this Section 3.01 their respective stockholders or in a certificate delivered Representatives, or the use by the Company or any Company Subsidiary or their respective stockholders or Representatives on the Company’s behalf of any information or other material provided or made available to the Company or any Company Subsidiary or their respective stockholders or Representatives in connection with anticipation or contemplation of this Agreement or the ClosingMerger, in each case, in the absence of fraud.

No Other Representations and Warranties. Except for the representations and warranties contained set forth in this Section 3.01 Article 4, each of Parent and Merger Subsidiary acknowledges and agrees that no other representation or warranty of any kind whatsoever, express or implied, at law or in any certificates delivered equity, is made or shall be deemed to have been made by or on behalf of the Company in connection or its Subsidiaries with respect to their respective businesses, affairs, assets, liabilities, financial conditions, results of operations or prospects or with respect to the Closing, none accuracy or completeness of the Company, any affiliate other information provided or made available to Parent or Merger Subsidiary by or on behalf of the Company or any other person makes any representations or warrantiesits Subsidiaries, and the Company hereby disclaims any other representations such representation or warrantieswarranty, whether made by or on behalf of the Company, any affiliate of and notwithstanding the Companydelivery or disclosure to Parent or Merger Subsidiary, or any of their respective officers, directors, employees, agents Representatives or other Representatives, with respect to the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, to the Parent, Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives Affiliates of any documentation or other information. None of the Company, any affiliate of information by the Company or any other person of its Representatives or Affiliates with respect to any one or more of the foregoing. Neither the Company nor any of its Representatives or Affiliates will have or be subject to, in the absence of fraud, to any liability or obligation to Parent or Merger Sub Subsidiary or any other person Person resulting from the distribution in written or verbal communications to Parent or Merger Sub, or either Subsidiary of their use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or to Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives Subsidiary in certain online “data rooms,” confidential information memoranda or management presentations in expectation of the transactions contemplated by this Agreement, unless interviews and then only presentations. Notwithstanding anything to the extent that any such information is expressly included in a representation or warranty contained contrary in this Section 3.01 7.06 or in otherwise, nothing herein precludes any party hereto from pursuing a certificate delivered by or on behalf of the Company in connection with the Closingclaim for fraud.

No Other Representations and Warranties. Except for the representations and warranties contained in this Section 3.01 or in Article IV, the Company acknowledges that neither Parent nor the Merger Subs nor any certificates delivered by or other person on behalf of Parent or the Company in connection Merger Subs has made or will make any other express or implied representation or warranty with respect to Parent, the ClosingMerger Subs or any Parent Subsidiary or their respective businesses, none of the Company, or with respect to any affiliate of other information provided to the Company or any other person makes any representations or warrantiesCompany Representative, and Parent and the Company Merger Subs hereby disclaims disclaim any other representations or warranties, whether warranties made by Parent, the Company, any affiliate of the Company, Merger Subs or any of their respective officers, directors, employees, agents Parent Subsidiary or other Representatives, any Parent Representative with respect to the negotiation, execution and delivery of this Agreement or the Mergers or the other transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, to the . Neither Parent, the Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives of any documentation or other information. None of the Company, any affiliate of the Company or Subs nor any other person will have or be subject to, in the absence of fraud, to any liability or indemnification obligation to Parent or Merger Sub the Company or any other person resulting from the distribution to Parent or Merger Subto, or either use by, the Company, the Company Subsidiaries or any Company Representative of their use ofany information provided to the Company, the Company Subsidiaries or any Company Representative by Parent, the Merger Subs, any such informationParent Subsidiary or any Parent Representative, including any information, documents, projections, forecasts forecasts, business plans or other material made available to Parent or Merger Sub in the “virtual data room,” any confidential information memoranda or any of their officers, directors, employees, agents, affiliates or other Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in this Section 3.01 or in a certificate delivered by or on behalf of the Company in connection with the Closing.

No Other Representations and Warranties. Except for the representations and warranties contained in this Section 3.01 or Article IV and in any certificates certificate or agreement delivered by pursuant hereto, neither of Buyer or Merger Sub nor any other Person on behalf of the Company in connection with the Closing, none of the Company, any affiliate of the Company or any other person makes any representations or warranties, and the Company hereby disclaims any other representations or warranties, whether made by the Company, any affiliate of the Company, or any of their respective officers, directors, employees, agents or other Representatives, with respect to the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, to the Parent, Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives of any documentation or other information. None of the Company, any affiliate of the Company or any other person will have or be subject to, in the absence of fraud, any liability to Parent or Merger Sub or any other person resulting from the distribution to Parent or Merger Sub, or either of their use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent Buyer or Merger Sub or any of their officersrespective Affiliates has made, directors, employees, agents, affiliates makes or shall be deemed to make any other Representatives in certain “data rooms” express or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a implied representation or warranty with respect to Buyer or Merger Sub or with respect to any other information provided to the Company, and each of Buyer and Merger Sub disclaims any such representation or warranty. Except for the specific representations and warranties contained in this Section 3.01 Article IV (as modified by the Buyer Disclosure Schedules) and in any certificate or agreement delivered pursuant hereto, each of Buyer and Merger Sub hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in a certificate delivered by or on behalf of writing) to the Company in connection with or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the ClosingCompany by any director, officer, employee, agent, consultant, or representative of Buyer or Merger Sub, or any of their respective Affiliates), and none of Buyer or Merger Sub will have or be subject to any liability or obligation to the Company or any other Person resulting from the distribution to the Company of, or any such party’s use of or reliance upon, any such information.

No Other Representations and Warranties. Except for the representations and warranties contained set forth in this Section 3.01 Article 5, the Company acknowledges and agrees that no other representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of Parent or Merger Subsidiary with respect to their respective businesses, affairs, assets, liabilities, financial conditions, results of operations or prospects or with respect to the accuracy or completeness of any certificates delivered other information provided or made available to the Company by or on behalf of Parent or Merger Subsidiary, and each of Parent and Merger Subsidiary hereby disclaims any such representation or warranty, whether by or on behalf of the Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to Parent, Merger Subsidiary or any of their Representatives or Affiliates of any documentation or other information by the Company in connection or any of its Representatives or Affiliates with the Closing, none respect to any one or more of the Companyforegoing. Neither Parent, Merger Subsidiary, nor any affiliate of their respective Representatives or Affiliates will have or be subject to any liability or obligation to the Company or any other person makes any representations or warranties, and the Company hereby disclaims any other representations or warranties, whether made by the Company, any affiliate of the Company, or any of their respective officers, directors, employees, agents or other Representatives, with respect to the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, to the Parent, Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives of any documentation or other information. None of the Company, any affiliate of the Company or any other person will have or be subject to, in the absence of fraud, any liability to Parent or Merger Sub or any other person Person resulting from the distribution in written or verbal communications to Parent or Merger Sub, or either the Company of their use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only . Notwithstanding anything to the extent that any such information is expressly included in a representation or warranty contained contrary in this Section 3.01 6.06 or in otherwise, nothing herein precludes any party hereto from pursuing a certificate delivered by or on behalf of the Company in connection with the Closingclaim for fraud.

No Other Representations and Warranties. Except The Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties contained expressly set forth in this Section 3.01 or in any certificates delivered by or on behalf of the Company in connection with the Closing, Article III: (i) none of the Company, any affiliate of the Company or any other person makes any representations or warranties, and the Company hereby disclaims any other representations or warranties, whether made by the Company, any affiliate of the Company, or any of their respective officers, directors, employees, agents or other Representatives, with respect to the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, to the Parent, Merger Sub or any of their officersrespective Subsidiaries (or any other Person) makes, directorsor has made, employeesany representation or warranty relating to the Parent, agentsMerger Sub, affiliates their respective Subsidiaries or any of their businesses, operations or otherwise in connection with this Agreement or the Merger; (ii) no Person has been authorized by the Parent, Merger Sub or any of their respective Subsidiaries, or any of their respective Affiliates or Representatives, to make any representation or warranty relating to the Parent, Merger Sub and their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by the Company, its Subsidiaries, or any of their respective Affiliates or Representatives as having been authorized by the Parent, Merger Sub and their respective Subsidiaries, or any of their respective Affiliates or Representatives (or any other Person); and (iii) the representations and warranties made by the Parent and Merger Sub in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and the Company hereby disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to the Company, its Subsidiaries, or any of their respective Affiliates or Representatives of any documentation or other information. None of the Company, information (including any affiliate of the Company or any other person will have or be subject to, in the absence of fraud, any liability to Parent or Merger Sub or any other person resulting from the distribution to Parent or Merger Sub, or either of their use of, any such financial information, including any information, documents, projections, forecasts supplemental data or financial projections or other material made available to Parent or Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in this Section 3.01 or in a certificate delivered by or on behalf of the Company in connection with the Closing.forward-looking statements). (b)

No Other Representations and Warranties. Except for the representations and warranties contained in this Section 3.01 or Article V and in any certificates certificate or agreement delivered pursuant hereto (upon which the Founder Members shall be entitled to rely regardless of any knowledge or investigation by or on behalf of the Company in connection with Founder Members or the ClosingCompany), none of the Company, any affiliate of the Company or Investor nor any other person makes any representations or warranties, and the Company hereby disclaims any other representations or warranties, whether made by the Company, any affiliate Person on behalf of the Company, Investor or any of their respective officersAffiliates has made, directors, employees, agents makes or shall be deemed to make any other Representatives, express or implied representation or warranty with respect to Investor or with respect to any other information provided to the negotiationCompany, execution and delivery of this Agreement the Company Entities or the transactions contemplated herebyFounder Members, notwithstanding and Investor disclaims any such representation or warranty. Except for the delivery specific representations and warranties contained in this Article V (as modified by the Investor Disclosure Schedule) and in any certificate or disclosureagreement delivered pursuant hereto, Investor hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing or orally, writing) to the ParentCompany, Merger Sub the Company Entities, the Founder Members or their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Company by any director, officer, employee, agent, consultant, or other Representative of Investor or any of their officersrespective Affiliates), directors, employees, agents, affiliates or other Representatives of any documentation or other information. None of the Company, any affiliate of the Company or and neither Investor nor any other person Person will have or be subject to, in the absence of fraud, to any liability or obligation to Parent or Merger Sub the Company, the Company Entities, the Founder Members or any other person Person (other than liability for fraud) resulting from the distribution to Parent the Company or Merger Sub, or either of their any such party’s use of, or reliance upon any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub or any of their officers, directors, employees, agents, affiliates or other Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in this Section 3.01 or in a certificate delivered by or on behalf of the Company in connection with the Closing.

No Other Representations and Warranties. Except for the representations and warranties contained as provided in this Section 3.01 or in any certificates delivered by or on behalf of the Company in connection with the ClosingArticle 3, none of the CompanyEquityholders, any affiliate of the Company or any other person makes any representations or warranties, and the Company hereby disclaims any other representations or warranties, whether made by the Company, any affiliate of the Company, or any of their respective Affiliates, nor any of their respective directors, officers, directors, employees, agents stockholders, partners, members or other RepresentativesRepresentatives has made, with respect or is making, any express or implied representation or warranty of any nature whatsoever to the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure, in writing or orally, to the Parent, Merger Sub or any of their officers, directors, employees, agents, affiliates respective Affiliates and no such party shall be liable in respect of the accuracy or other Representatives completeness of any documentation or other information. None of the Company, any affiliate of the Company or any other person will have or be subject to, in the absence of fraud, any liability to Parent or Merger Sub or any other person resulting from the distribution information provided to Parent or Merger Sub. Without limiting the generality of the foregoing, or either none of their use ofthe Equityholders, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub the Company or any of their respective Affiliates, nor any of their respective directors, officers, directors, employees, agentsstockholders, affiliates partners, members or other Representatives in certain “data rooms” has made or management presentations in expectation is making any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent, Merger Sub or their respective Affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the transactions contemplated by this AgreementCompany and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Parent, unless and then only Merger Sub or their respective Affiliates (or their respective counsel, accountants or advisors) with respect to the extent that Company and its Subsidiaries or their respective businesses or operations (including as to the accuracy or completeness of any such information is or documents), except, in each case as expressly included in a representation or warranty contained set forth in this Section 3.01 or in a certificate delivered by or on behalf of the Company in connection with the ClosingArticle 3.