Common use of No Other Representations and Warranties Clause in Contracts

No Other Representations and Warranties. (a) Except for the representations and warranties set forth in Article 4, each of Parent and Merger Subsidiary acknowledges and agrees that no 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 the Company to Parent or Merger Subsidiary, and the Company hereby disclaims, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or Representatives, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses. (b) Except for the representations and warranties set forth in Article 5, the Company acknowledges and agrees that no 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, and Parent and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in Article 4III or any certificate delivered pursuant to this Agreement by or on behalf of Seller at or prior to the Closing, each Buyer acknowledges that none of Parent and Merger Subsidiary acknowledges and agrees that no Seller or any of its Affiliates makes any representation or warranty of any kind whatsoeverwarranty, express or implied, at law or in equity, is made or shall be deemed with respect to have been made by or on behalf Seller, the Acquired Companies, the Related Consolidated Entities, the Acquired Interests, the other equity interests of the Company to Parent Acquired Companies or Merger Subsidiary, and Related Consolidated Entities or the Company hereby disclaims, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, Business or any of the assets or liabilities of the Acquired Companies or Related Consolidated Entities and their Representatives or respective Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one other information provided to Buyer, whether on behalf of Seller or more any other Person, including as to the probable success or profitability of the foregoing. In particular, without limiting Business after the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or RepresentativesClosing, and Parent Buyer acknowledges and Merger Subsidiary hereby disclaim agrees that Seller expressly disclaims any reliance upon, any representation such representations or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses. (b) warranties. Except for the representations and warranties expressly set forth in Article 5IV, Section 9.18 or any certificate delivered pursuant to this Agreement by or on behalf of Buyer at or prior to the Company Closing, Seller acknowledges and agrees that no none of Buyer or any of its Affiliates makes any representation or warranty of any kind whatsoeverwarranty, express or implied, at law or in equity, is made with respect to Buyer, its Affiliates, their respective businesses or shall be deemed any of the assets or liabilities of Buyer and its Affiliates, or with respect to have been made by or any other information provided to Seller, whether on behalf of Parent Buyer or Merger Subsidiaryany other Person, and Parent Seller acknowledges and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, agrees that Buyer expressly disclaims any such representation representations or warranty, whether warranties. Other than in the case of fraud or as expressly contemplated by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Companythis Agreement, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary or certificate delivered pursuant to this Agreement, neither Seller, Buyer nor any of their respective Affiliates or Representatives shall have or Affiliates with respect be subject to any one liability or more indemnification obligation to Buyer or Seller, as the case may be, or any other Person, resulting from the distribution to Buyer or Seller, as the case may be, or Buyer’s or Seller’s use of, as the case may be, any information not set forth in or incorporated by reference into this Agreement or any Schedule or Exhibit hereto, including any information, document or material made available in certain “data rooms” (including the Data Room), management presentations or in any other form in expectation or contemplation of the foregoingTransactions.

No Other Representations and Warranties. (a) Except for the representations and warranties as expressly set forth in Article 4III, each none of Parent and Parent, the Merger Subsidiary acknowledges and agrees that no Subs nor any of their respective agents, employees or Representatives have made, nor are any of them making any representation or warranty of any kind whatsoeverwarranty, written or oral, express or implied, at law in respect of Parent, the Merger Subs, or in equityany of their respective Subsidiaries or businesses, including any representations and warranties about the accuracy or completeness of any information or documents previously provided, and any such other representations or warranties are hereby expressly disclaimed. The Company expressly acknowledges and agrees that none of the Company or any of its agents, employees or Representatives is made relying on any other representation or shall be deemed to have been made warranty of Parent, the Merger Subs or any of its agents, employees or Representatives, including regarding the accuracy or completeness of any such other representations and warranties, whether express or implied. Notwithstanding the foregoing, Parent hereby acknowledges that during the course of the due diligence investigation of Parent conducted by or on behalf of the Company in connection with the Company’s consideration of the Transactions, Parent provided information and made statements to Parent or Merger Subsidiary, and the Company hereby disclaims, and its Representatives regarding Parent and Merger Subsidiary its business, operations, financial condition and other matters. The Company understands and hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, acknowledges and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, agrees that neither the Company nor any other Person makes shall have any right to file, bring or has made make (and hereby expressly waives to the fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any representation lawsuit or warranty to Parent, Merger Subsidiary, other claims against Parent or any of their its Affiliates or Representatives, Representatives under this Agreement or otherwise as a result of any inaccuracies in any such information or statements unless and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating solely to the Company, any extent that such information or statements (i) are the subject of its Subsidiaries or their respective businesses. (b) Except for the representations an express representation and warranties warranty set forth in this Article 5III, or (ii) the Company acknowledges and agrees that no representation can demonstrate the commission of actual fraud or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made an intentional misrepresentation by or on behalf of Parent or the Merger SubsidiarySub when such information or such statements were provided or otherwise made; provided, and Parent and Merger Subsidiary hereby disclaimhowever, and that notwithstanding the foregoing, the Company understands and hereby disclaim acknowledges and agrees that neither the Company nor any reliance upon, other Person shall have any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, right to bring (and notwithstanding the delivery or disclosure hereby expressly waives to the Companyfullest extent allowable under applicable Legal Requirements the right to file, bring or make) any lawsuit or other claims against Parent or any of their its Affiliates or Representatives under this Agreement or Affiliates otherwise arising out of any documentation forward looking, predictive or other prospective information by or statements. As of the execution and delivery of this Agreement, Parent or Merger Subsidiary or does not have Knowledge (excluding, for this purpose, any duty of their respective Representatives or Affiliates with respect inquiry) of any material claims for indemnification that it has against the Indemnifying Parties pursuant to any Section 7.2(a)(i) that relate to currently outstanding Losses; provided, however, that (A) Parent has Knowledge of matters which could result in one or more claims for indemnification pursuant to Section 7.2(a)(i) if any Indemnified Party pays, incurs, suffers or sustains any Losses in connection with any such matters and (B) no representations or warranties are made by Parent as to any claims for indemnification pursuant to Section 7.2(a)(i) that involve or are based in part on matters Known to Parent as of the foregoingexecution and delivery of this Agreement.

No Other Representations and Warranties. (a) Except for the representations and warranties Other than as set forth in Article 4herein, each none of Parent and Parent, Merger Subsidiary acknowledges and agrees that no Sub nor any of their respective agents, employees or Representatives have made, nor are any of them making any representation or warranty of any kind whatsoeverwarranty, written or oral, express or implied, at law in respect of Parent, Merger Sub, or in equityany of their respective Subsidiaries or businesses, is made including any representations and warranties about the accuracy or shall be deemed to have been made completeness of any information or documents previously provided, and any such other representations or warranties are hereby expressly disclaimed. Notwithstanding the foregoing, Parent hereby acknowledges that during the course of the due diligence investigation of Parent conducted by or on behalf of the Company in connection with the Company’s consideration of the Transactions, Parent provided information and made statements to Parent or Merger Subsidiary, and the Company hereby disclaims, and its Representatives regarding Parent and Merger Subsidiary its business, operations, financial condition and other matters. The Company understands and hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, acknowledges and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, agrees that neither the Company nor any other Person makes shall have any right to file, bring or has made make (and hereby expressly waives to the fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any representation lawsuit or warranty to Parent, Merger Subsidiary, other claims against Parent or any of their its Affiliates or Representatives, Representatives under this Agreement or otherwise as a result of any inaccuracies in any such information or statements unless and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating solely to the Company, any extent that such information or statements (i) are the subject of its Subsidiaries or their respective businesses. (b) Except for the representations an express representation and warranties warranty set forth in Article 5herein, or (ii) the Company acknowledges and agrees that no representation or warranty can demonstrate the commission of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made Fraud by or on behalf of Parent or the Merger SubsidiarySub when such information or such statements were provided or otherwise made; provided, and Parent and Merger Subsidiary hereby disclaimhowever, and that notwithstanding the foregoing, the Company understands and hereby disclaim acknowledges and agrees that neither the Company nor any reliance upon, other Person shall have any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, right to bring (and notwithstanding the delivery or disclosure hereby expressly waives to the Companyfullest extent allowable under applicable Legal Requirements the right to file, bring or make) any lawsuit or other claims against Parent or any of their its Affiliates or Representatives under this Agreement or Affiliates otherwise arising out of any documentation forward looking, predictive or other prospective information by Parent or Merger Subsidiary or any of their respective Representatives or Affiliates with respect to any one or more of the foregoingstatements.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in Article 4this Agreement or any Ancillary Agreement, each no member of Parent and Merger Subsidiary acknowledges and agrees that no either the iHeart Group or the Outdoor Group nor any of their Representatives makes or has made any 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 (and each member of the Company to Parent or Merger Subsidiary, iHeart Group and the Company hereby disclaims, and Parent and Merger Subsidiary hereby disclaim any Outdoor Group disclaims reliance upon, any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or Representatives, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses. (b) Except for the all representations and warranties set forth in Article 5, the Company acknowledges and agrees that no representation or warranty of any kind kind, whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf by) any member of Parent or Merger Subsidiary, and Parent and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Company, other Group or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary or any of their respective Representatives or Affiliates Person with respect to any one or more of the foregoingTransactions or matters contemplated hereby (including with respect to the respective Business, Assets, Liabilities, condition or prospects (financial or otherwise) of, or any other matter involving, either Business, or the sufficiency of the Assets transferred to or owned by the applicable Group, or the title to any such Assets, or that any requirements of applicable Law are complied with, with respect to the Separation). No Person has been authorized by any member of either Group or their respective Affiliates or Representatives to make any representation or warranty relating to any member of either Group with respect to any of the Transactions or matters contemplated hereby (including with respect to the respective Business, Assets, Liabilities, condition or prospects (financial or otherwise) of, or any other matter involving, either Business, or the sufficiency of the Assets transferred to the applicable Group, or the title to any such Assets, or that any requirements of applicable Law are complied with, with respect to the Separation), and if made, such representation or warranty must not be relied upon by such Person or any of its Affiliates or Representatives as having been authorized by such member of either Group or any of its or their respective Affiliates or Representatives (or any other Person). EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, THE REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE TO ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED, AND EACH MEMBER OF EACH GROUP SHALL TAKE ALL OF THE BUSINESS, ASSETS AND OTHER LIABILITIES TRANSFERRED TO OR ASSUMED BY IT PURSUANT TO THIS AGREEMENT ON AN “AS IS, WHERE IS” BASIS AND ALL OTHER IMPLIED REPRESENTATIONS AND WARRANTIES, ON MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, TITLE, VALUE OR OF FREEDOM FROM ENCUMBRANCE ARE HEREBY EXPRESSLY DISCLAIMED, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO A MEMBER OF EITHER GROUP OR THEIR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL INFORMATION, SUPPLEMENTAL DATA OR FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS). EACH GROUP SHALL RELY SOLELY ON THEIR OWN EXAMINATION AND INVESTIGATION OF THE OTHER GROUP’S BUSINESS AND ASSETS AS WELL AS THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY ANCILLARY AGREEMENT. NO MEMBER OF A GROUP NOR ANY OF ITS REPRESENTATIVES HAS MADE (AND THE MEMBERS OF THE OTHER GROUP AND THEIR REPRESENTATIVES HAVE NOT RELIED UPON) ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, (A) AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO SUCH GROUP PRIOR TO THE EXECUTION OF THIS AGREEMENT AND (B) WITH RESPECT TO ANY PROJECTIONS, FORECASTS, ESTIMATES, PLANS OR BUDGETS OF FUTURE REVENUES, EXPENSES OR 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 SUCH GROUP HERETOFORE OR HEREAFTER DELIVERED TO OR MADE AVAILABLE TO SUCH GROUP OR ITS REPRESENTATIVES.

No Other Representations and Warranties. (a) Except for the representations and warranties set forth made by the Company in this Article 4IV, each of Parent and Merger Subsidiary acknowledges and agrees that no neither the Company nor any other Person makes any express or implied representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed with respect to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives Subsidiaries or Affiliates with respect to their respective businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects, and the Company hereby disclaims any one such other representations or more of the foregoingwarranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Company in this Article IV, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subsidiary, Sub or any of their Affiliates or Representatives, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to (i) any financial projection, forecast, estimate, budget or prospect prospective information relating to the Company, any of its Subsidiaries or their respective businesses. businesses or operations or (bii) Except for any oral or written information furnished or made available to Parent, Merger Sub or any of their Representatives in the representations course of their due diligence investigation of the Company, the negotiation of this Agreement or the Related Agreements or the consummation of the Merger and warranties set forth the other transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither the Company nor any other Person will have any liability to Parent, Merger Sub or any other Person in Article 5respect of such information, including any subsequent use of such information, except in the case of fraud. Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that no representation neither Parent, Merger Sub nor any other Person has made or warranty of is making any kind representations or warranties whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been beyond those expressly made by or on behalf of Parent or Merger Subsidiary, and Parent and Merger Subsidiary hereby disclaimSub in Article V, and including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to the Company hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary or any of their respective Representatives or Affiliates with respect to any one or more of the foregoingits Representatives.

No Other Representations and Warranties. (a) Except for the representations and warranties as expressly set forth in Article 4II, each neither the Company nor any of Parent and Merger Subsidiary acknowledges and agrees that no the Company’s agents, employees or Representatives have made, nor are any of them making any representation or warranty of any kind whatsoeverwarranty, written or oral, express or implied, at law in respect of the Company, any Subsidiary or their respective businesses, including any representations and warranties about the accuracy or completeness of any information or documents previously provided, and any such other representations or warranties are hereby expressly disclaimed. Parent and each of the Merger Subs expressly acknowledges and agrees that none of Parent, any of the Merger Subs or any of their respective agents, employees or Representatives is relying on any other representation or warranty of the Company or any of its agents, employees or Representatives, including regarding the accuracy or completeness of any such other representations and warranties, whether express or implied. Notwithstanding the foregoing, the Company hereby acknowledges that during the course of the due diligence investigation of the Company conducted by or on behalf of Parent in equityconnection with Parent’s consideration of the Transactions, is the Company provided information and made statements to Parent and its Representatives regarding the Company and its business, operations, financial condition and other matters. Parent understands and hereby acknowledges and agrees that neither Parent nor any other Indemnified Party shall have any right to file, bring or shall be deemed make (and hereby expressly waives to have been made the fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any lawsuit or other claims against any Indemnifying Party under this Agreement or otherwise as a result of any inaccuracies in any such information or statements unless and solely to the extent that such information or statements (i) are the subject of an express representation and warranty set forth in this Article II, or (ii) Parent can demonstrate the commission of actual fraud or an intentional misrepresentation by or on behalf of the Company to Parent when such information or Merger Subsidiarysuch statements were provided or otherwise made; provided, and the Company hereby disclaimshowever, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, and that notwithstanding the delivery or disclosure to foregoing, Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or Representatives, understands and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses. (b) Except for the representations and warranties set forth in Article 5, the Company acknowledges and agrees that no representation neither Parent nor any other Indemnified Party shall have any right to bring (and hereby expressly waives to the fullest extent allowable under applicable Legal Requirements the right to file, bring or warranty make) any lawsuit or other claims against any Indemnifying Party under this Agreement or otherwise arising out of any kind whatsoeverforward looking, express predictive or implied, at law prospective information or in equity, is made or shall be deemed to have been made by or on behalf of Parent or Merger Subsidiary, and Parent and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary or any of their respective Representatives or Affiliates with respect to any one or more of the foregoingstatements.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in Article IV, neither the Company nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses or with respect to any other information provided to Parent, Merger Sub or their Representatives or Affiliates in connection with the Transactions. Neither the Company nor any other Person will have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub or their respective Representatives or Affiliates, or Parent’s, Merger Sub’s or their Representatives’ or Affiliates’ use of, any such information, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub or their Representatives or Affiliates in the “data rooms” or management presentations in connection with Parent’s and Xxxxxx Sub’s consideration and review of the Transactions, unless any such information is expressly included in a representation or warranty set forth in Article IV. Except for the representations and warranties set forth in Article 4IV, each of Parent and Merger Subsidiary Sub acknowledges and agrees that no representation or warranty of neither the Company nor any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or Person on behalf of the Company to Parent makes any other express or Merger Subsidiary, and the Company hereby disclaims, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such implied representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure warranty with respect to Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives Subsidiaries or Affiliates with respect to any one other information provided or more of made available to Parent or Merger Sub in connection with the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or Representatives, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businessesTransactions. (b) Except for the representations and warranties expressly set forth in Article 5V, the Company acknowledges and agrees that no representation or warranty of neither Parent nor Merger Sub nor any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or other Person on behalf of Parent or Merger SubsidiarySub makes any express or implied representation or warranty with respect to Parent, and Parent and Merger Subsidiary hereby disclaimSub, and or their respective Subsidiaries or their respective businesses or with respect to any other information provided to the Company hereby disclaim or its Representatives or Affiliates in connection with the Transactions. Except for the representations and warranties set forth in Article V, the Company acknowledges that none of Parent, Merger Sub or any reliance upon, any such representation or warranty, whether by or Person on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery Sub makes any other express or disclosure implied representation or warranty with respect to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary Sub or any of their respective Representatives or Affiliates with respect to any one other information provided or more made available to the Company in connection with the Transactions. (c) Notwithstanding anything to the contrary contained in this Agreement or any other agreement, document or instrument, each of Parent and Merger Sub acknowledges and agrees that the Company and its Subsidiaries make no representations or warranties with respect to, and nothing contained in this Agreement or in any other agreement, document or instrument to be delivered in connection herewith is intended or shall be construed to be a representation or warranty, express or implied, of the foregoingCompany or any of its Subsidiaries, for any purposes of this Agreement or any other agreement, document or instrument to be delivered in connection herewith, in respect of (i) the adequacy or sufficiency of reserves of the Company or any of its Subsidiaries, (ii) the effect of the adequacy or sufficiency of reserves of the Company or any of its Subsidiaries on any line item, asset, liability or equity amount on any financial or other document, (iii) except to the extent provided in Section 4.21, whether or not reserves of the Company or any of its Subsidiaries were determined in accordance with any actuarial, statutory, regulatory or other standard or (iv) except to the extent provided in Section 4.20(c), the collectability of any amounts under any reinsurance Contract. Furthermore, each of Parent and Merger Sub acknowledges and agrees that no fact, condition, development or issue relating to the adequacy or sufficiency of reserves of the Company or any of its Subsidiaries may be used, directly or indirectly, to demonstrate or support the breach or violation of any representation, warranty, covenant or agreement of or by the Company or its Subsidiaries contained in this Agreement or any other agreement, document or instrument delivered or to be delivered in connection herewith.

No Other Representations and Warranties. (a) Except for the representations and warranties set forth in Article 4In entering into this Agreement, each of Parent and Merger Subsidiary Sub has relied solely upon its independent investigation and analysis of the Company and any Company Subsidiary, and each of Parent and Merger Sub acknowledges and agrees that no representation it has not been induced by and has not relied upon any representation, warranty or warranty of any kind whatsoeverstatement, whether express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger any Company Subsidiary, or any of their respective affiliates, stockholders, controlling persons or Representatives that are not expressly set forth in this Agreement, whether or Affiliatesnot such representations, of any documentation warranties or other information by the Company statements were made in writing or any of its Representatives or Affiliates with respect to any one or more of the foregoingorally. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or Representatives, and Parent and Merger Subsidiary hereby disclaim any reliance uponSub each acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement (a) the Company does not make, or has not made, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to itself or its business or otherwise in connection with the Company, any of its Subsidiaries or their respective businesses. (b) Except for the representations and warranties set forth in Article 5, the Company acknowledges and agrees that no 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, and Parent and Merger Subsidiary hereby disclaimSub are not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the Merger, and the Company hereby disclaim any reliance uponif made, any such representation or warranty, whether warranty must not be relied upon by or on behalf of Parent or Merger SubsidiarySub as having been authorized by such party and (c) any estimates, and notwithstanding the delivery projections, predictions, data, financial information, memoranda, presentations or disclosure any other materials or information provided or addressed to the CompanyParent, Merger Sub or any of their Representatives are not and shall not be deemed to be or Affiliates include representations or warranties unless any such materials or information are the subject of any documentation express representation or other information by Parent or Merger Subsidiary or any of their respective Representatives or Affiliates with respect to any one or more of the foregoingwarranty set forth in Article III.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in this Article 4, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoever, express or implied, at law III or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. In particular, without limiting the foregoing disclaimercertificate delivered hereunder, neither the Company nor any other Person on behalf of the Company makes or has made (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty with respect to the Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Merger Subsidiary, Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement, and Parent and Merger Subsidiary hereby disclaim Sub and their respective Representatives and Affiliates are not in any way relying on, and waive any claim based on reliance uponon, any representation representation, warranty or warranty with respect to any financial projection, forecast, estimate, budget other information of or prospect information relating to statement by the Company, any of the Company’s Subsidiaries or any of its or their Representatives or any other Person except for those expressly set forth in this Article III or in any certificate delivered pursuant to the terms of this Agreement. Except for the representations and warranties expressly set forth in this Article III or in any certificate delivered pursuant to the terms of this Agreement, none of the Company, any of the Company’s Subsidiaries or any of its or their Representatives or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to Parent or Merger Sub or any other Person with respect to, and none of the Company, the Company’s Subsidiaries or any of its or their Representatives or any other Person shall be subject to, any liability to Parent, Merger Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective businessesRepresentatives or Affiliates providing or making available to Parent, Merger Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent or its Representatives or Affiliates in connection with presentations by the Company’s management or information made available on any electronic data room for “Project Central” and maintained by the Company for purposes of the Merger and the other transactions contemplated by this Agreement, including the electronic data room hosted by Intralinks under the title Project Central (collectively, the “VDR”). (b) Except for the representations and warranties set forth contained in Article 5IV or in any certificate delivered pursuant to the terms of this Agreement, the Company acknowledges and agrees that no representation (i) none of Parent, Parent’s Subsidiaries (including Merger Sub) or warranty any of any kind whatsoever, express its or implied, at law or in equity, is made or shall be deemed to have been made by or their other Person on behalf of Parent makes or has made any express or implied representation or warranty with respect to Parent or Merger SubsidiarySub, and Parent and including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Offer, the Merger Subsidiary hereby disclaim, or the other transactions contemplated by this Agreement and the Company hereby disclaim is not in any reliance uponway relying on any representation, warranty or other or statement by information of any such representation Person except for those expressly set forth herein and (ii) no Person has been authorized by Parent, Parent’s Subsidiaries (including Merger Sub) or warranty, whether by any of its or their Representatives or any other Person on behalf of Parent to make any representation or Merger Subsidiary, and notwithstanding the delivery or disclosure warranty relating to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary Sub or any of their respective Representatives business or Affiliates otherwise in connection with respect to this Agreement, the Offer and Merger, and if made, such representation or warranty shall not in any one or more of way be relied upon by the foregoingCompany as having been authorized by either such entity.

No Other Representations and Warranties. (a) Except for the representations and warranties as expressly set forth in Article 4II, each neither the Company nor any of Parent and Merger Subsidiary acknowledges and agrees that no the Company’s agents, employees or Representatives have made, nor are any of them making any representation or warranty of any kind whatsoeverwarranty, written or oral, express or implied, at law in respect of the Company or its businesses, including any representations and warranties about the accuracy or completeness of any information or documents previously provided, and any such other representations or warranties are hereby expressly disclaimed. Parent and each of the Merger Subs expressly acknowledges and agrees that none of Parent, any of the Merger Subs or any of their respective agents, employees or Representatives is relying on any other representation or warranty of the Company or any of its agents, employees or Representatives, including regarding the accuracy or completeness of any such other representations and warranties, whether express or implied. Notwithstanding the foregoing, the Company hereby acknowledges that during the course of the due diligence investigation of the Company conducted by or on behalf of Parent in equityconnection with Parent’s consideration of the Transactions, is the Company provided information and made statements to Parent and its Representatives regarding the Company and its business, operations, financial condition and other matters. Parent understands and hereby acknowledges and agrees that neither Parent nor any other Indemnified Party shall have any right to file, bring or shall be deemed make (and hereby expressly waives to have been made the fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any lawsuit or other claims against any Indemnifying Party under this Agreement or otherwise as a result of any inaccuracies in any such information or statements unless and solely to the extent that such information or statements (i) are the subject of an express representation and warranty set forth in this Article II, or (ii) Parent can demonstrate the commission of actual fraud or an intentional misrepresentation by or on behalf of the Company to Parent when such information or Merger Subsidiarysuch statements were provided or otherwise made; provided, and the Company hereby disclaimshowever, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, and that notwithstanding the delivery or disclosure to foregoing, Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or Representatives, understands and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses. (b) Except for the representations and warranties set forth in Article 5, the Company acknowledges and agrees that no representation neither Parent nor any other Indemnified Party shall have any right to bring (and hereby expressly waives to the fullest extent allowable under applicable Legal Requirements the right to file, bring or warranty make) any lawsuit or other claims against any Indemnifying Party under this Agreement or otherwise arising out of any kind whatsoeverforward looking, express predictive or implied, at law prospective information or in equity, is made or shall be deemed to have been made by or on behalf of Parent or Merger Subsidiary, and Parent and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary or any of their respective Representatives or Affiliates with respect to any one or more of the foregoingstatements.

No Other Representations and Warranties. (a) Except for the representations and warranties set forth contained in this Article 4II (including the related portions of the Disclosure Schedule), each none of the Company or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Company. The Parent and Merger Subsidiary acknowledges Sub acknowledge and agrees agree that no representation the Company has not made and is not making any representations or warranty warranties whatsoever regarding the subject matter of any kind whatsoeverthis Agreement, express or implied, at law or except as provided in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiarythis Article II, and that neither the Company hereby disclaimsParent nor the Merger Sub is relying on nor has relied upon any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of warranties in this Article II. Without limiting the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more generality of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or on behalf of the Company has made any representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or Representatives, and upon which the Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty Sub has relied with respect to any financial projection, forecastfuture results of operation, estimatefuture cash flow, budget or prospect information relating future financial condition (or any component of any of the foregoing) of the Company. Except as provided in this Article II (including the related portions of the Disclosure Schedule), the condition of the assets of the Company shall be “as is” and “where is” and the Company makes no warranty of merchantability, suitability, fitness for a particular purpose or quality with respect to any of the tangible assets of the Company or as to the Companycondition or workmanship thereof or the absence of any defects therein, any of its Subsidiaries whether latent or their respective businesses. (b) Except patent. It is understood that, except for the representations and warranties of the Company and InnoHold expressly set forth in Article 5this Agreement and the Related Agreements (including the Disclosure Schedule), any due diligence materials provided to the Company acknowledges Parent or the Parent Representative or their respective Affiliates or their respective Representatives do not, directly or indirectly, and agrees that no representation or warranty of any kind whatsoever, express or implied, at law or in equity, is made or shall not be deemed to have been made by to, directly or on behalf indirectly, contain representations or warranties of Parent or Merger Subsidiary, and Parent and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Company, InnoHold or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary or any of their respective Representatives Affiliates or Affiliates with respect to any one or more of the foregoingtheir respective Representatives.

No Other Representations and Warranties. (a) Except for the representations and warranties set forth contained in Article 4IV and in any certificate or agreement delivered pursuant hereto, each none of Parent and Parent, Merger Subsidiary acknowledges and agrees that no representation Sub Corp. or warranty Merger Sub LLC nor any other Person on behalf of Parent, Merger Sub Corp. or Merger Sub LLC or any kind whatsoeverof its respective Affiliates has made, express or implied, at law or in equity, is made makes or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor make any other Person makes express or has made any representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or Representatives, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any implied representation or warranty with respect to Parent, Merger Sub Corp. or Merger Sub LLC or with respect to any financial projection, forecast, estimate, budget or prospect other information relating provided to the Company, any and each of its Subsidiaries or their respective businesses. (b) Except for the representations and warranties set forth in Article 5Parent, the Company acknowledges and agrees that no 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, and Parent Sub Corp. and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, Sub LLC disclaims any such representation or warranty. Except for the specific representations and warranties contained in this Article IV (as modified by the Parent Disclosure Schedule) and in any certificate or agreement delivered pursuant hereto, whether each of Parent, Merger Sub Corp. and Merger Sub LLC hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Company or its 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 on behalf Representative of Parent Parent, Merger Sub Corp. or Merger Subsidiary, and notwithstanding the delivery or disclosure to the CompanySub LLC, or any of their Representatives or Affiliates respective Affiliates), and none of any documentation or other information by Parent Parent, Merger Sub Corp. or Merger Subsidiary Sub LLC nor any other Person will have or be subject to any liability or obligation to the Company or any of their respective Representatives other Person resulting from the distribution to the Company or Affiliates with respect to any one such party's use of, or more of the foregoingreliance upon any such information.

No Other Representations and Warranties. (a) Notwithstanding anything herein to the contrary, the representations and warranties of Parent expressly set forth in this Article V are and shall constitute the sole and exclusive representations and warranties made with respect to Parent and its Subsidiaries in connection with this Agreement or the transactions contemplated hereby. Except for the representations and warranties referred to in previous sentence, none of Parent, its Subsidiaries or any other Person has made or is making any express or implied representations or warranty, statutory or otherwise, of any nature, including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of Parent and its Subsidiaries. Except for the representations and warranties expressly set forth in this Article 4V, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoeverall other warranties, express or implied, at law statutory or otherwise, of any nature, including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of Parent and its Subsidiaries, are hereby expressly disclaimed. Parent represents, warrants, covenants and agrees, on behalf of itself and its Affiliates, that in equitydetermining to enter into and consummate this Agreement and the transactions contemplated hereby, it is not relying upon, and has not been induced by, any representation or warranty made or shall be deemed to have been purportedly made by or on behalf of any Person, other than those expressly made by the Company to Parent as set forth in Article IV, or Merger Subsidiaryby any estimate, and the Company hereby disclaimsprojection forecast, and Parent and Merger Subsidiary hereby disclaim any reliance uponplan, budget or other prediction, any such representation data, any financial information or warrantyany memoranda or presentations, whether including any memoranda and materials provided by or on behalf of the Company, and notwithstanding any of the delivery or disclosure to Parent or Merger Subsidiary, Company’s Subsidiaries or any of their Representatives or Affiliates, of any documentation or other Person. Such information by the Company or any of its Representatives or Affiliates with respect is not and shall not be deemed to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any be a representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or Representatives, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses. (b) Except for except to the representations and warranties extent explicitly set forth in Article 5, the Company acknowledges IV hereof as a representation and agrees that no 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, and Parent and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in Article 4this Agreement, each neither CCOH, CCH nor any of Parent and Merger Subsidiary acknowledges and agrees that no their respective Representatives makes or has made any representation or warranty of any kind whatsoever, express or implied, at law or in equityto (and each of CCH, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, CCOH and the Company hereby disclaims, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any each of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or Representatives, and Parent and Merger Subsidiary hereby disclaim any respective Subsidiaries disclaims reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses. (b) Except for the on all representations and warranties set forth in Article 5, the Company acknowledges and agrees that no representation or warranty of any kind kind, whatsoever, express or implied, at law or in equitymade by) CCH, is made or shall be deemed to have been made by or on behalf of Parent or Merger SubsidiaryCCOH, and Parent and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary or any of their respective Representatives Subsidiaries or Affiliates any other Person with respect to any one or more of the foregoingTransactions or matters contemplated hereby (including with respect to the respective business, assets, liabilities, condition or prospects (financial or otherwise) of, or any other matter involving, either business, or the sufficiency of the assets owned by CCH or CCOH, or the title to any such assets, or that any requirements of applicable Law are complied with, with respect to the Separation). No Person has been authorized by either CCH or CCOH or their respective Affiliates or Representatives to make any representation or warranty relating to the other party with respect to any of the Transactions or matters contemplated hereby (including with respect to the respective business, assets, liabilities, condition or prospects (financial or otherwise) of, or any other matter involving, either business, or the sufficiency of the assets, or the title to any assets, or that any requirements of applicable Law are complied with, with respect to the Separation), and if made, such representation or warranty must not be relied upon by such Person or any of its Affiliates or Representatives as having been authorized by such party or any of its or their respective Affiliates or Representatives (or any other Person). EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REPRESENTATIONS AND WARRANTIES MADE BY EITHER PARTY IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE TO ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED, AND EACH PARTY SHALL TAKE ALL OF THE BUSINESS, ASSETS AND OTHER LIABILITIES TRANSFERRED TO OR ASSUMED BY IT PURSUANT TO THIS AGREEMENT ON AN “AS IS, WHERE IS” BASIS AND ALL OTHER IMPLIED REPRESENTATIONS AND WARRANTIES, ON MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, TITLE, VALUE OR OF FREEDOM FROM ENCUMBRANCE ARE HEREBY EXPRESSLY DISCLAIMED, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO EITHER PARTY OR THEIR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL INFORMATION, SUPPLEMENTAL DATA OR FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS). EACH PARTY SHALL RELY Table of Contents SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION OF THE OTHER PARTY’S BUSINESS AND ASSETS AS WELL AS THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. NEITHER PARTY NOR ANY OF ITS REPRESENTATIVES HAS MADE (AND NEITHER PARTY NOR THEIR REPRESENTATIVES HAVE RELIED UPON) ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO SUCH PARTY PRIOR TO THE EXECUTION OF THIS AGREEMENT.

No Other Representations and Warranties. (a) Except for the representations and warranties as expressly set forth in this Article 4III (as modified by the Company Disclosure Letter) or in the certificate delivered hereunder pursuant to Section 7.02(d)(iv), each any Stockholder Support Agreement or Letter of Parent and Merger Transmittal, neither the Company nor any Company Subsidiary acknowledges and agrees that no or any other person (including any Representative of the Company or a Company Subsidiary) makes or has made any other representation or warranty of with respect to the Company or any kind whatsoeverCompany Subsidiary (including their respective business, operations, properties, or Liabilities), express or implied, at law or in equity, is made or shall be deemed to have been made by or on behalf of the Company to Parent or Merger Subsidiary, equity and the Company hereby disclaims, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such other representations or warranties are hereby expressly disclaimed including any implied representation or warrantywarranty as to condition, whether by merchantability, suitability or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of fitness for a particular purpose. Without limiting the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person Company Subsidiary (including any Representative of the Company or a Company Subsidiary) makes or has made any representation or warranty to Parent, Merger SubsidiaryPurchaser, Sub or any of their Affiliates or Representatives, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty other person with respect to (i) any financial projectionprojections, forecastforecasts, estimateestimates or budgets heretofore delivered to or made available to Parent, budget or prospect information relating to the CompanyPurchaser, any of its Subsidiaries or their respective businesses. (b) Except for the representations and warranties set forth in Article 5, the Company acknowledges and agrees that no 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, and Parent and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Company, Sub or any of their Representatives of future revenues, expenses or Affiliates expenditures or future results of operations of the Company or the Surviving Company, or (ii) except as expressly covered by a representation and warranty contained in this Article III (as modified by the Company Disclosure Letter), any documentation or other information by Parent or Merger Subsidiary documents (financial or otherwise) made available to Parent, Purchaser or Sub or any of their respective Representatives or Affiliates with respect to the Company or any one of its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, the Confidentiality Agreement or more any other agreement, nothing in this Agreement or any such other agreement shall affect the ability of Parent, Purchaser or Sub to make any claim for Fraud of the foregoingCompany or in respect of any Stockholder Support Agreement or Letter of Transmittal.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in Article IV, neither the Company nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses or with respect to any other information provided to Parent, Merger Sub or their Representatives or Affiliates in connection with the Transactions. Neither the Company nor any other Person will have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub or their respective Representatives or Affiliates, or Parent’s, Merger Sub’s or their Representatives’ or Affiliates’ use of, any such information, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub or their Representatives or Affiliates in the “data rooms” or management presentations in connection with Parent’s and Mxxxxx Sub’s consideration and review of the Transactions, unless any such information is expressly included in a representation or warranty set forth in Article IV. Except for the representations and warranties set forth in Article 4IV, each of Parent and Merger Subsidiary Sub acknowledges and agrees that no representation or warranty of neither the Company nor any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or Person on behalf of the Company to Parent makes any other express or Merger Subsidiary, and the Company hereby disclaims, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such implied representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure warranty with respect to Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives Subsidiaries or Affiliates with respect to any one other information provided or more of made available to Parent or Merger Sub in connection with the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or Representatives, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businessesTransactions. (b) Except for the representations and warranties expressly set forth in Article 5V, the Company acknowledges and agrees that no representation or warranty of neither Parent nor Merger Sub nor any kind whatsoever, express or implied, at law or in equity, is made or shall be deemed to have been made by or other Person on behalf of Parent or Merger SubsidiarySub makes any express or implied representation or warranty with respect to Parent, and Parent and Merger Subsidiary hereby disclaimSub, and or their respective Subsidiaries or their respective businesses or with respect to any other information provided to the Company hereby disclaim or its Representatives or Affiliates in connection with the Transactions. Except for the representations and warranties set forth in Article V, the Company acknowledges that none of Parent, Merger Sub or any reliance upon, any such representation or warranty, whether by or Person on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery Sub makes any other express or disclosure implied representation or warranty with respect to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary Sub or any of their respective Representatives or Affiliates with respect to any one other information provided or more made available to the Company in connection with the Transactions. (c) Notwithstanding anything to the contrary contained in this Agreement or any other agreement, document or instrument, each of Parent and Merger Sub acknowledges and agrees that the Company and its Subsidiaries make no representations or warranties with respect to, and nothing contained in this Agreement or in any other agreement, document or instrument to be delivered in connection herewith is intended or shall be construed to be a representation or warranty, express or implied, of the foregoingCompany or any of its Subsidiaries, for any purposes of this Agreement or any other agreement, document or instrument to be delivered in connection herewith, in respect of (i) the adequacy or sufficiency of reserves of the Company or any of its Subsidiaries, (ii) the effect of the adequacy or sufficiency of reserves of the Company or any of its Subsidiaries on any line item, asset, liability or equity amount on any financial or other document, (iii) except to the extent provided in Section 4.21, whether or not reserves of the Company or any of its Subsidiaries were determined in accordance with any actuarial, statutory, regulatory or other standard or (iv) except to the extent provided in Section 4.20(c), the collectability of any amounts under any reinsurance Contract. Furthermore, each of Parent and Merger Sub acknowledges and agrees that no fact, condition, development or issue relating to the adequacy or sufficiency of reserves of the Company or any of its Subsidiaries may be used, directly or indirectly, to demonstrate or support the breach or violation of any representation, warranty, covenant or agreement of or by the Company or its Subsidiaries contained in this Agreement or any other agreement, document or instrument delivered or to be delivered in connection herewith.

No Other Representations and Warranties. (a) Except for the representations and warranties as expressly set forth in Article 4II, each neither the Company nor any of Parent and Merger Subsidiary acknowledges and agrees that no the Company’s agents, employees or Representatives have made, nor are any of them making any representation or warranty of any kind whatsoeverwarranty, written or oral, express or implied, at law in respect of the Company, any Subsidiary or their respective businesses, including any representations and warranties about the accuracy or completeness of any information or documents previously provided, and any such other representations or warranties are hereby expressly disclaimed. Parent and the Merger Sub expressly acknowledges and agrees that none of Parent, the Merger Sub or any of their respective agents, employees or Representatives is relying on any other representation or warranty of the Company or any of its agents, employees or Representatives, including regarding the accuracy or completeness of any such other representations and warranties, whether express or implied. Notwithstanding the foregoing, the Company hereby acknowledges that during the course of the due diligence investigation of the Company conducted by or on behalf of Parent in equityconnection with Parent’s consideration of the Transactions, is the Company provided information and made statements to Parent and its Representatives regarding the Company and its business, operations, financial condition and other matters. Parent understands and hereby acknowledges and agrees that neither Parent nor any other Indemnified Party shall have any right to file, bring or shall be deemed make (and hereby expressly waives to have been made the fullest extent allowable under applicable Legal Requirements the right to file, bring or make) any lawsuit or other claims against any Indemnifying Party under this Agreement or otherwise as a result of any inaccuracies in any such information or statements unless and solely to the extent that such information or statements (i) are the subject of an express representation and warranty set forth in this Article II, or (ii) Parent can demonstrate the commission of actual fraud or an intentional misrepresentation by or on behalf of the Company to Parent when such information or Merger Subsidiarysuch statements were provided or otherwise made; provided, and the Company hereby disclaimshowever, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, and that notwithstanding the delivery or disclosure to foregoing, Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Subsidiary, or any of their Affiliates or Representatives, understands and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses. (b) Except for the representations and warranties set forth in Article 5, the Company acknowledges and agrees that no representation neither Parent nor any other Indemnified Party shall have any right to bring (and hereby expressly waives to the fullest extent allowable under applicable Legal Requirements the right to file, bring or warranty make) any lawsuit or other claims against any Indemnifying Party under this Agreement or otherwise arising out of any kind whatsoeverforward looking, express predictive or implied, at law prospective information or in equity, is made or shall be deemed to have been made by or on behalf of Parent or Merger Subsidiary, and Parent and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary or any of their respective Representatives or Affiliates with respect to any one or more of the foregoingstatements.

No Other Representations and Warranties. (a) Except for the specific representations and warranties expressly made by the Seller and the Company in Articles IV and V of this Agreement, the Buyer (on behalf of itself and all Buyer Indemnified Parties) specifically disclaims that it is relying upon or has relied upon any other representations or warranties that may have been made by the Seller, the Company, or any other Person, and acknowledges and agrees that the Seller and the Company have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by the Seller, the Company or any other Person. The Buyer has (and each of the Buyer Indemnified Parties is relying on the Buyer having) conducted and is relying on its own investigation of the Seller and the Company and acknowledges that, except for the representations and warranties set forth in Articles IV and V of this Agreement, the Seller and the Company make no representations or warranties as to the accuracy or completeness of any information provided to the Buyer, including any representation or warranty as to the accuracy or completeness of any projections or information regarding the Seller or the Company furnished or made available to the Buyer or any of its Representatives or as to the future revenue, profitability or success of the Company or any representation or warranty arising from statute or otherwise in Law (including as to merchantability or fitness for any particular purpose), all of which are expressly disclaimed. (b) Except for the specific representations and warranties expressly made by the Buyer in Article VI of this Agreement, the Seller (on behalf of itself and all Seller Indemnified Parties) specifically disclaims that it is relying upon or has relied upon any other representations or warranties that may have been made by the Buyer or any other Person, and acknowledges and agrees that the Buyer has specifically disclaimed and does hereby specifically disclaim any such other representation or warranty made by the Buyer or any other Person. The Seller has (and each of the Seller Indemnified Parties is relying on the Seller having) conducted and is relying on its own investigation of the Buyer and the Parent and acknowledges that, except for the representations and warranties set forth in Article 4VI of this Agreement, each the Buyer makes no representations or warranties as to the accuracy or completeness of Parent and Merger Subsidiary acknowledges and agrees that no any information provided to the Seller, including any representation or warranty as to the accuracy or completeness of any kind whatsoever, express projections or implied, at law information regarding the Buyer or in equity, is Parent furnished or made or shall be deemed available to have been made by or on behalf of the Company to Parent or Merger Subsidiary, and the Company hereby disclaims, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, or any of their Representatives or Affiliates, of any documentation or other information by the Company Seller or any of its respective Representatives or Affiliates with respect as to any one the future revenue, profitability or more success of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes Buyer or has made Parent or any representation or warranty arising from statute or otherwise in Law (including as to Parentmerchantability or fitness for any particular purpose), Merger Subsidiary, or any all of their Affiliates or Representatives, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesseswhich are expressly disclaimed. (b) Except for the representations and warranties set forth in Article 5, the Company acknowledges and agrees that no 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, and Parent and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing.

No Other Representations and Warranties. (a) Notwithstanding anything herein to the contrary, the representations and warranties of the Company expressly set forth in this Article IV are and shall constitute the sole and exclusive representations and warranties made with respect to the Company and its Subsidiaries in connection with this Agreement or the transactions contemplated hereby. Except for the representations and warranties referred to in previous sentence, none of the Company, its Subsidiaries or any other Person has made or is making any express or implied representations or warranty, statutory or otherwise, of any nature, including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of the Company and its Subsidiaries. Except for the representations and warranties expressly set forth in this Article 4IV, each of Parent and Merger Subsidiary acknowledges and agrees that no representation or warranty of any kind whatsoeverall other warranties, express or implied, at law statutory or otherwise, of any nature, including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of the Company and its Subsidiaries, are hereby expressly disclaimed. The Company represents, warrants, covenants and agrees, on behalf of itself and its Affiliates, that in equitydetermining to enter into and consummate this Agreement and the transactions contemplated hereby, it is not relying upon, and has not been induced by, any representation or warranty made or shall be deemed to have been purportedly made by or on behalf of the Company to any Person, other than those expressly made by Parent as set forth in Article V, or Merger Subsidiaryby any estimate, and the Company hereby disclaimsprojection forecast, and Parent and Merger Subsidiary hereby disclaim any reliance uponplan, budget or other prediction, any such representation data, any financial information or warrantyany memoranda or presentations, whether including any memoranda and materials provided by or on behalf of the CompanyParent, and notwithstanding the delivery or disclosure to Parent or Merger Subsidiary, any of Parent’s Subsidiaries or any of their Representatives or Affiliates, of any documentation or other Person. Such information by the Company or any of its Representatives or Affiliates with respect is not and shall not be deemed to any one or more of the foregoing. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any be a representation or warranty to of Parent, Merger Subsidiary, or any of their Affiliates or Representatives, and Parent and Merger Subsidiary hereby disclaim any reliance upon, any representation or warranty with respect to any financial projection, forecast, estimate, budget or prospect information relating except to the Company, any of its Subsidiaries or their respective businesses. (b) Except for the representations and warranties extent explicitly set forth in Article 5, the Company acknowledges V hereof as a representation and agrees that no 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, and Parent and Merger Subsidiary hereby disclaim, and the Company hereby disclaim any reliance upon, any such representation or warranty, whether by or on behalf of Parent or Merger Subsidiary, and notwithstanding the delivery or disclosure to the Company, or any of their Representatives or Affiliates of any documentation or other information by Parent or Merger Subsidiary or any of their respective Representatives or Affiliates with respect to any one or more of the foregoingParent.