Common use of No Other Representations and Warranties Clause in Contracts

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in this Article III, Section 5.22(c), Section 5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, neither the Company nor any other Person on behalf of the Company or its Subsidiaries is making, and none of them has made, any express or implied representation or warranty with respect to the Company or its Subsidiaries or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and the Merger Subs expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (i) none of Parent, the Merger Subs or any of their Affiliates is making, and none of them has made, any express or implied representation or warranty with respect to Parent, the Merger Subs or their Subsidiaries or with respect to the accuracy or completeness of any other information provided to the Company or any of its Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions, and none of the Company, its Affiliates or its Representatives is relying on any express or implied representation or warranty of Parent, the Merger Subs or any of their Affiliates except for those expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, and (ii) no Person has been authorized by Parent, the Merger Subs or any of their Affiliates to make any representation or warranty relating to Parent, the Merger Subs or any of their Affiliates or their respective businesses or otherwise in connection with the Transactions, and if made, such representation or warranty has not been and shall not be relied upon by the Company.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in this Article III, Section 5.22(c), Section 5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, neither the Company nor any other Person on behalf of the Company or its Subsidiaries is making, and none of them has made, any express or implied representation or warranty with respect to the Company or its Subsidiaries or with respect to the accuracy or completeness of any other information provided to Parent, Holdco, the Merger Subs or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent Parent, Holdco and the Merger Subs expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (i) none of Parent, Holdco, the Merger Subs or any of their Affiliates is making, and none of them has made, any express or implied representation or warranty with respect to Parent, Holdco, the Merger Subs or their Subsidiaries or with respect to the accuracy or completeness of any other information provided to the Company or any of its Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions, and none of the Company, its Affiliates or its Representatives is relying on any express or implied representation or warranty of Parent, Holdco, the Merger Subs or any of their Affiliates except for those expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, and (ii) no Person has been authorized by Parent, Holdco, the Merger Subs or any of their Affiliates to make any representation or warranty relating to Parent, Holdco, the Merger Subs or any of their Affiliates or their respective businesses or otherwise in connection with the Transactions, and if made, such representation or warranty has not been and shall not be relied upon by the Company. The representations and warranties of the Company set forth in this Section 3.20(b) shall apply mutatis mutandis with respect to the Original Merger Agreement and the Amended and Restated Agreement and with respect to the Original Merger Agreement shall be made as of the Original Execution Date and with respect to the Amended and Restated Agreement shall be made as of the Execution Date.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in this Article III, Section 5.22(c), Section 5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, neither the Company nor any other Person on behalf of the Company or its Subsidiaries is making, and none of them has made, any express or implied representation or warranty with respect to the Company or its Subsidiaries or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent Holdco and the Merger Subs expressly set forth in this Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (i) none of Parent, Holdco, the Merger Subs or any other Person on behalf of their Affiliates Parent, Holdco or the Merger Subs is making, and none of them has made, any express or implied representation or warranty with respect to Parent, Holdco, the Merger Subs or their Subsidiaries or with respect to the accuracy or completeness of any other information provided to the Company or any of its Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions, and none of the Company, its Affiliates or its Representatives is relying on any express or implied representation or warranty of . (b) Parent, Holdco and the Merger Subs or any of their Affiliates acknowledge and agree that, except for those the representations and warranties expressly set forth in Article IVIII, Section 5.22(b5.22(c), Section 5.25(a5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (i) none of the Company or any of its Affiliates is making, and none of them has made, any express or implied representation or warranty with respect to the Company or its Subsidiaries or with respect to the accuracy or completeness of any other information provided to Parent, Holdco, the Merger Subs or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions, and none of Parent, Holdco, the Merger Subs or their respective Affiliates or Representatives is relying on any express or implied representation or warranty of the Company or any of its Affiliates except for those expressly set forth in Article III, Section 5.22(c), Section 5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement and (ii) no Person has been authorized by Parent, the Merger Subs Company or any of their its Affiliates to make any representation or warranty relating to Parent, the Merger Subs Company or any of their its Affiliates or their respective businesses or otherwise in connection with the Transactions, and if made, such representation or warranty has not been and shall not be relied upon by Parent, Holdco or the CompanyMerger Subs. The representations and warranties of Parent, Holdco and the Merger Subs set forth in this Section 4.14(b) shall apply mutatis mutandis with respect to the Original Merger Agreement and the Amended and Restated Agreement and with respect to the Original Merger Agreement shall be made as of the Original Execution Date and with respect to the Amended and Restated Agreement shall be made as of the Execution Date.

No Other Representations and Warranties. (aNotwithstanding anything herein to the contrary, the representations and warranties of the Company expressly set forth in this Article IV and in the certificate delivered by the Company pursuant to Section 8.02(c) 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. 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 III, Section 5.22(c), Section 5.25(b), Section 8.05(b) or IV and in a the certificate delivered pursuant to this AgreementSection 8.02(c), neither the Company nor all other warranties, express or implied, statutory or otherwise, of any other Person on behalf of the Company or its Subsidiaries is makingnature, and none of them has made, including with respect to any express or implied representation or warranty with respect as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of the Company or and its Subsidiaries or with respect to the accuracy or completeness of any other information provided to ParentSubsidiaries, the Merger Subs or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions. (b) are hereby expressly disclaimed. The Company hereby acknowledges and agrees that, except for the representations and warranties of Parent and the Merger Subs expressly set forth in Article IVV and in the certificate delivered by Parent, First Merger Sub or Second Merger Sub pursuant to Section 5.22(b8.03(c), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (ia) none of Parent, the Merger Subs Parent or any of its Subsidiaries, or any of its or their Affiliates respective Affiliates, stockholders or Representatives, or any other Person, has made or is making, and none of them has made, making any express or implied representation or warranty with respect to Parent, the Merger Subs Parent or any of its Subsidiaries or their Subsidiaries respective business or operations, including with respect to the accuracy or completeness of any other information provided or made available to the Company or any of its Affiliates Affiliates, stockholders or Representatives, including with respect or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to their businessprovide any information to the Company or any of its Affiliates, operationsstockholders or Representatives, assets, liabilities, conditions (financial or otherwise) or prospects or otherwiseany other Person, in connection with this Agreement, the Transactionstransactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by law, none of Parent or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other Person, will have or be subject to any liability or other obligation of any kind or nature to the CompanyCompany or any of its Affiliates, stockholders or Representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates Affiliates, stockholders or Representatives, or any other Person, or the use by the Company or any of its Representatives is relying on Affiliates, stockholders or Representatives, or any other Person, of any such information provided or made available to any of them by Parent or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders or Representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or Representatives, or any other Person, in “data rooms,” confidential information memoranda, management presentations or otherwise in anticipation or contemplation of the Mergers or any other Transaction, and (subject to the express or implied representation or warranty representations and warranties of Parent, the First Merger Subs or any of their Affiliates except for those expressly Sub and Second Merger Sub set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a V and the certificate delivered pursuant to this Agreement, and (ii) no Person has been authorized by Parent, First Merger Sub or Second Merger Sub pursuant to Section 8.03(c)) none of the Merger Subs Company or any of their Affiliates to make any representation its Affiliates, stockholders or warranty relating to ParentRepresentatives, the Merger Subs or any of their Affiliates other Person, has relied on any such information (including the accuracy or their respective businesses or otherwise in connection with the Transactions, and if made, such representation or warranty has not been and shall not be relied upon by the Companycompleteness thereof).

No Other Representations and Warranties. (a) Except Saturn has made its own inquiry and investigation into Xxxxxx and Merger Sub and their respective Affiliates and has made an independent judgment concerning the transactions contemplated by this Agreement. Saturn represents, warrants, acknowledges and agrees that except for the representations and warranties expressly set forth of Xxxxxx and Merger Sub contained in this Article III, Section 5.22(c), Section 5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement and the Saturn Support Agreement, neither the Company none of Xxxxxx, Merger Sub, their Affiliates or any of their respective Representatives, nor any other Person, makes or has made, and none of Saturn or any of its Representatives nor any other Person on behalf of the Company or its Subsidiaries is making, and none of them has maderelied upon, any express or implied representation or warranty with respect to the Company Xxxxxx, Merger Sub or its Subsidiaries or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs or any of their Affiliates or Representatives, including with respect to their businessrespective businesses, operations, assets, liabilities, conditions condition (financial or otherwise) or prospects prospects, or otherwisewith respect to any information provided or made available to Saturn, its Representatives or any other Person in connection with the Transactions. (b) The Company acknowledges and agrees thattransactions contemplated hereby, except for including the representations and warranties accuracy, completeness or currency thereof. Without limiting the generality of Parent and the Merger Subs expressly set forth in Article IVforegoing, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (i) none of ParentXxxxxx, the Merger Subs Sub, their Affiliates or any of their Affiliates is makingrespective Representatives nor any other Person makes or has made, and none of them Saturn or any of its Representatives nor any other Person has maderelied upon, any express or implied representation or warranty with respect to Parentany projections, forecasts or other 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 Xxxxxx, Merger Sub, their Affiliates or the future businesses, operations or affairs of Xxxxxx, Merger Subs Sub or their Subsidiaries Affiliates or any other information, documents, projections, estimates, forecasts or other material made available to Saturn, any of its Representatives or any other Person in any physical or virtual data room or management presentations in connection with respect to the transactions contemplated by this Agreement or otherwise, or the accuracy or completeness of any other information provided such information, except to the Company extent any such information is expressly addressed by a representation or any of its Affiliates warranty contained in this Agreement or Representatives, including with respect the Saturn Support Agreement (and then only to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactionsextent so expressly addressed), and none of the CompanyXxxxxx, its Merger Sub, their Affiliates or its Representatives is relying on any express or implied representation or warranty of Parent, the Merger Subs or any of their Affiliates except for those expressly set forth in Article IVrespective Representatives, Section 5.22(b)nor any other Person, Section 5.25(a), Section 8.05(b) will have or in a certificate delivered pursuant be subject to this Agreement, and (ii) no Person has been authorized by Parentany liability or indemnification obligation to Saturn, the Merger Subs Surviving Corporation, their respective Affiliates or any of their Affiliates to make any representation or warranty relating to Parent, the Merger Subs or any of their Affiliates or their respective businesses or otherwise other Person in connection with the Transactions, and if made, such representation or warranty has not been and shall not be relied upon by the Companytherewith.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth of Sprint contained in this Article III, Section 5.22(c), Section 5.25(b), Section 8.05(b) 4.1 or in a certificate any certificates delivered by Sprint in connection with the Merger Transactions pursuant to this AgreementSection 7.2(c) and the representations and warranties of the SoftBank Parties contained in Section 4.3, neither T-Mobile, Merger Sub, Merger Company and the Company DT Parties acknowledge that none of Sprint, the SoftBank Parties or any of their respective affiliates or such parties’ or their affiliates’ respective Representatives, nor any other Person person on behalf of Sprint or the Company or its Subsidiaries is makingSoftBank Parties, makes, and none of them T-Mobile, Merger Sub, Merger Company or the DT Parties has maderelied upon, any other express or implied representation or warranty with respect to Sprint, the Company SoftBank Parties or its Subsidiaries any of their respective affiliates or with respect to the accuracy or completeness of any other information provided or made available by them or on their behalf to ParentT-Mobile, Merger Sub, Merger Company, the Merger Subs DT Parties or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, respective Representatives in connection with this Agreement, including any information, documents, projections, forecasts or other material made available to T-Mobile, Merger Sub, Merger Company, the DT Parties or their respective Representatives in certain “data rooms” or management presentations or meetings in expectation of the Merger Transactions. (b) The Company acknowledges and agrees that, except Except for the representations and warranties of Parent T-Mobile, Merger Sub and Merger Company contained in Section 4.2 or in any certificates delivered by T-Mobile in connection with the Merger Transactions pursuant to Section 7.3(c) and the Merger Subs expressly set forth representations and warranties of the DT Parties contained in Article IVSection 4.4, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (i) Sprint and the SoftBank Parties acknowledge that none of ParentT-Mobile, Merger Sub, Merger Company, the Merger Subs DT Parties or any of their Affiliates is makingrespective affiliates or such parties’ or their affiliates’ respective Representatives, nor any other person on behalf of T-Mobile, Merger Sub, Merger Company or the DT Parties, makes, and none of them Sprint or the SoftBank Parties has maderelied upon, any other express or implied representation or warranty with respect to ParentT-Mobile, Merger Sub, Merger Company, the Merger Subs DT Parties or their Subsidiaries respective affiliates or with respect to the accuracy or completeness of any other information provided or made available by them or on their behalf to Sprint, the Company SoftBank Parties or any of its Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, respective Representatives in connection with the Transactions, and none of the Company, its Affiliates or its Representatives is relying on any express or implied representation or warranty of Parent, the Merger Subs or any of their Affiliates except for those expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, and (ii) no Person has been authorized by Parentincluding any information, documents, projections, forecasts or other material made available to Sprint, the Merger Subs or any of their Affiliates to make any representation or warranty relating to Parent, the Merger Subs or any of their Affiliates SoftBank Parties or their respective businesses Representatives in certain “data rooms” or otherwise management presentations or meetings in connection with expectation of the Merger Transactions, and if made, such representation or warranty has not been and shall not be relied upon by the Company.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in this Article III, Section 5.22(c), Section 5.25(b), Section 8.05(b) 5 and in any Other Transaction Agreement or in a certificate delivered pursuant to this Agreementthe case of intentional fraud or willful misconduct, the Seller specifically acknowledges and agrees that neither the Company Purchaser nor any of its Affiliates, Representatives or equity holders or any other Person on behalf of the Company makes, or its Subsidiaries is making, and none of them has made, any other express or implied representation or warranty with respect to whatsoever (whether at law (including at common law or by statute) or in equity). Except for the Company or its Subsidiaries or with respect to representations and warranties expressly set forth in Article 3 and Article 4 and in any Other Transaction Agreement, the accuracy or completeness of Seller hereby expressly disclaims and negates (i) any other information provided to Parent, the Merger Subs express or any of their Affiliates implied representation or Representativeswarranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to their business(A) the Acquired Company or any of its businesses, assets, employees, Permits, Liabilities, operations, assets, liabilities, conditions prospects or condition (financial or otherwise) or prospects (B) any opinion, projection, forecast, statement, budget, estimate, advice or otherwiseother similar information (including information with respect to the future revenues, results or operations (or any component thereof), cash flows, financial condition (or any component thereof) or the future business and operations of the Acquired Company, as well as any other business plan and cost-related plan information of the Acquired Company), made, communicated or furnished (orally or in writing), or to be made, communicated or furnished (orally or in writing), to the Purchaser, its Affiliates or its Representatives, in connection with each case, whether made by the TransactionsSeller, DGG, the Acquired Company or any of their respective Affiliates, Representatives or equity holders or any other Person (this clause (B), collectively, “Projections”) and (ii) all liability and responsibility for any such other representation or warranty or any Projection. (b) The Company Except for the representations and warranties expressly set forth in Article 3 and Article 4 and in any Other Transaction Agreement, the Purchaser (i) (A) specifically acknowledges and agrees thatthat neither the Seller, DGG, the Acquired Company nor any of their respective Affiliates, Representatives or equity holders nor any other Person makes, or has made, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to the Acquired Company or its businesses, assets, employees, Permits, Liabilities, operations, prospects, condition (financial or otherwise) or any Projection, and (B) hereby expressly waives and relinquishes any and all rights, Claims or causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) based on, arising out of or relating to any such other representation or warranty or any Projection, (ii) specifically acknowledges and agrees to the Seller’s express disclaimer and negation of any such other representation or warranty or any Projection and of all liability and responsibility for any such other representation or warranty or any Projection and (iii) expressly waives and relinquishes any and all rights, Claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) against (A) the Seller in connection with accuracy, completeness or materiality of any Projection and (B) any Affiliate of the Seller or the Seller’s or any such Affiliate’s respective Representatives or equity holders, and hereby specifically acknowledges and agrees that such Affiliate of the Seller or the Seller’s or any such Affiliate’s respective Representatives or equity holders shall have no liability or obligations, based on, arising out of or relating to this Agreement or the negotiation, execution, performance or subject matter hereof, including (x) for any alleged nondisclosure or misrepresentations made by any such Person or (y) in connection with accuracy, completeness or materiality of any Projection. The Purchaser acknowledges and agrees that (1) it has conducted to its satisfaction its own independent investigation of the transactions contemplated hereby (including with respect to the Acquired Company and its businesses, operations, assets and Liabilities) and, in making its determination to enter into this Agreement and proceed with the transactions contemplated hereby, has relied solely on the results of such independent investigation and the representations and warranties expressly set forth in Article 3 and Article 4 and in any Other Transaction Agreement, respectively, and (2) except for the representations and warranties of Parent and the Merger Subs expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or 3 and Article 4 and in a certificate delivered pursuant to this any Other Transaction Agreement, (i) none respectively, it has not relied on, or been induced by, any representation, warranty or other statement of Parent, or by the Merger Subs Seller or any of their Affiliates is makingits Affiliates, and none of them has madeRepresentatives or equity holders or any other Person, including any express or implied representation or warranty with respect to Parent, the Merger Subs or their Subsidiaries Projection or with respect to the accuracy or completeness of any other information provided to the Acquired Company or any of its Affiliates or Representativesbusinesses, including with respect to their businessassets, employees, Permits, Liabilities, operations, assets, liabilities, conditions prospects or condition (financial or otherwise) or prospects or otherwiseany Projection, in connection determining to enter into this Agreement and proceed with the Transactions, and none of the Company, its Affiliates or its Representatives is relying on any express or implied representation or warranty of Parent, the Merger Subs or any of their Affiliates except for those expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, and (ii) no Person has been authorized by Parent, the Merger Subs or any of their Affiliates to make any representation or warranty relating to Parent, the Merger Subs or any of their Affiliates or their respective businesses or otherwise in connection with the Transactions, and if made, such representation or warranty has not been and shall not be relied upon by the Companytransactions contemplated hereby.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in this Article III, Section 5.22(c), Section 5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, neither the Company nor any other Person on behalf of the Company or its Subsidiaries is making, and none of them has made, any express or implied representation or warranty with respect to the Company or its Subsidiaries or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent Holdco and the Merger Subs expressly set forth in this Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (i) none of Parent, Holdco, the Merger Subs or any other Person on behalf of their Affiliates Parent, Holdco or the Merger Subs is making, and none of them has made, any express or implied representation or warranty with respect to Parent, Holdco, the Merger Subs or their Subsidiaries or with respect to the accuracy or completeness of any other information provided to the Company or any of its Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions, and none of the Company, its Affiliates or its Representatives is relying on any express or implied representation or warranty of . (b) Parent, Holdco and the Merger Subs or any of their Affiliates acknowledge and agree that, except for those the representations and warranties expressly set forth in Article IVIII, Section 5.22(b5.22(c), Section 5.25(a5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (i) none of the Company or any of its Affiliates is making, and none of them has made, any express or implied representation or warranty with respect to the Company or its Subsidiaries or with respect to the accuracy or completeness of any other information provided to Parent, Holdco, the Merger Subs or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions, and none of Parent, Holdco, the Merger Subs or their respective Affiliates or Representatives is relying on any express or implied representation or warranty of the Company or any of its Affiliates except for those expressly set forth in Article III, Section 5.22(c), Section 5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement and (ii) no Person has been authorized by Parent, the Merger Subs Company or any of their its Affiliates to make any representation or warranty relating to Parent, the Merger Subs Company or any of their its Affiliates or their respective businesses or otherwise in connection with the Transactions, and if made, such representation or warranty has not been and shall not be relied upon by Parent, Holdco or the CompanyMerger Subs. The representations and warranties of Parent, Holdco and the Merger Subs set forth in this Section 4.14(b) shall apply mutatis mutandis with respect to the Original Merger Agreement and the Amended and Restated Agreement and with respect to the Original Merger Agreement shall be made as of the Original Execution Date and with respect to the Amended and Restated Agreement shall be made as of the Execution Date.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in this Article III, Section 5.22(c), Section 5.25(b), Section 8.05(b) 5 and in any Other Transaction Agreement or in a certificate delivered pursuant to this Agreementthe case of intentional fraud or willful misconduct, the Seller specifically acknowledges and agrees that neither the Company Purchaser nor any of its Affiliates, Representatives or equity holders or any other Person on behalf of the Company makes, or its Subsidiaries is making, and none of them has made, any other express or implied representation or warranty with respect to whatsoever (whether at law (including at common law or by statute) or in equity). Except for the Company or its Subsidiaries or with respect to representations and warranties expressly set forth in Article 3 and Article 4 and in any Other Transaction Agreement, the accuracy or completeness of Seller hereby expressly disclaims and negates (i) any other information provided to Parent, the Merger Subs express or any of their Affiliates implied representation or Representativeswarranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to (A) the Acquired Companies or any of their businessrespective businesses, assets, employees, Permits, liabilities, operations, assets, liabilities, conditions prospects or condition (financial or otherwise) or prospects (B) any opinion, projection, forecast, statement, budget, estimate, advice or otherwiseother similar information (including information with respect to the future revenues, results or operations (or any component thereof), cash flows, financial condition (or any component thereof) or the future business and operations of the Acquired Companies, as well as any other business plan and cost-related plan information of the Acquired Companies), made, communicated or furnished (orally or in writing), or to be made, communicated or furnished (orally or in writing), to the Purchaser, its Affiliates or its Representatives, in connection with each case, whether made by the TransactionsSeller, DPG, the Acquired Companies or any of their respective Affiliates, Representatives or equity holders or any other Person (this clause (B), collectively, “Projections”) and (ii) all liability and responsibility for any such other representation or warranty or any Projection. (b) The Company Except for the representations and warranties expressly set forth in Article 3 and Article 4 and in any Other Transaction Agreement, the Purchaser (i) (A) specifically acknowledges and agrees thatthat neither the Seller, DPG, the Acquired Companies nor any of their respective Affiliates, Representatives or equity holders nor any other Person makes, or has made, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity), including with respect to the Acquired Companies or their respective businesses, assets, employees, Permits, liabilities, operations, prospects, condition (financial or otherwise) or any Projection, and (B) hereby expressly waives and relinquishes any and all rights, Claims or causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) based on, arising out of or relating to any such other representation or warranty or any Projection, (ii) specifically acknowledges and agrees to the Seller’s express disclaimer and negation of any such other representation or warranty or any Projection and of all liability and responsibility for any such other representation or warranty or any Projection and (iii) expressly waives and relinquishes any and all rights, Claims and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) against (A) the Seller in connection with accuracy, completeness or materiality of any Projection and (B) any Affiliate of the Seller or the Seller’s or any such Affiliate’s respective Representatives or equity holders, and hereby specifically acknowledges and agrees that such Affiliate of the Seller or the Seller’s or any such Affiliate’s respective Representatives or equity holders shall have no liability or obligations, based on, arising out of or relating to this Agreement or the negotiation, execution, performance or subject matter hereof, including (x) for any alleged nondisclosure or misrepresentations made by any such Person or (y) in connection with accuracy, completeness or materiality of any Projection. The Purchaser acknowledges and agrees that (1) it has conducted to its satisfaction its own independent investigation of the transactions contemplated hereby (including with respect to the Acquired Companies and their respective businesses, operations, assets and liabilities) and, in making its determination to enter into this Agreement and proceed with the transactions contemplated hereby, has relied solely on the results of such independent investigation and the representations and warranties expressly set forth in Article 3 and Article 4 and in any Other Transaction Agreement, respectively, and (2) except for the representations and warranties of Parent and the Merger Subs expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or 3 and Article 4 and in a certificate delivered pursuant to this any Other Transaction Agreement, (i) none respectively, it has not relied on, or been induced by, any representation, warranty or other statement of Parent, or by the Merger Subs Seller or any of their Affiliates is makingits Affiliates, and none of them has madeRepresentatives or equity holders or any other Person, including any express or implied representation or warranty with respect to Parent, the Merger Subs or their Subsidiaries Projection or with respect to the accuracy or completeness of any other information provided to the Company Acquired Companies or any of its Affiliates or Representativestheir respective businesses, including with respect to their businessassets, employees, Permits, liabilities, operations, assets, liabilities, conditions prospects or condition (financial or otherwise) or prospects or otherwiseany Projection, in connection determining to enter into this Agreement and proceed with the Transactions, and none of the Company, its Affiliates or its Representatives is relying on any express or implied representation or warranty of Parent, the Merger Subs or any of their Affiliates except for those expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, and (ii) no Person has been authorized by Parent, the Merger Subs or any of their Affiliates to make any representation or warranty relating to Parent, the Merger Subs or any of their Affiliates or their respective businesses or otherwise in connection with the Transactions, and if made, such representation or warranty has not been and shall not be relied upon by the Companytransactions contemplated hereby.

No Other Representations and Warranties. (a) Except The Buyer agrees that it (i) has had an opportunity to discuss the business and affairs of the Company with the management of the Company, (ii) has had access to the electronic dataroom maintained by the Company for purposes of the transactions contemplated hereby, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (iv) has conducted its own independent investigation of the Company, its business and the transactions, and has not relied on any representation, warranty or other statement by any person on behalf of the Company, other than the representations and warranties of the Company expressly set forth contained in Article III or in any certificate, document or instrument delivered at the Closing pursuant to the terms of this Agreement (in each case as qualified and limited by the Company Disclosure Schedule). Without limiting the foregoing, (A) other than the representations and warranties of the Company expressly contained in Article IIIIII or in any certificate, Section 5.22(cdocument or instrument delivered at the Closing pursuant to the terms of this Agreement (in each case as qualified and limited by the Company Disclosure Schedule), Section 5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, neither the Company nor any other Person on behalf none of the Company or any of its Subsidiaries Affiliates or any other Person, has made or is making, and none of them has made, making any express or implied representation or warranty with respect to the Company or its Subsidiaries or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs or any of their Affiliates or RepresentativesCompany, including with respect to their businessany information provided or made available to Buyer or any of its Affiliates or Representatives or any other Person, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions. (b) The Company acknowledges and agrees thator, except for the representations and warranties of Parent and the Merger Subs as otherwise expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (i) none of Parent, had or has any duty or obligation to provide any information to the Merger Subs Buyer or any of their its Affiliates is makingor Representatives or any other Person in connection with this Agreement or otherwise, and (B) except as otherwise expressly provided herein, none of them has made, any express or implied representation or warranty with respect to Parent, the Merger Subs or their Subsidiaries or with respect to the accuracy or completeness of any other information provided to the Company or any of its Affiliates or RepresentativesRepresentatives or any other Person, including with respect will have or be subject to their businessany liability of any kind or nature to Buyer, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions, and none of the Company, its Affiliates or its Representatives is relying on any express or implied representation or warranty of Parent, the Merger Subs Transitory Subsidiary or any of their Affiliates except for those expressly set forth in Article IVrespective Affiliates, Section 5.22(b)Representatives or any other Person, Section 5.25(a)resulting from the delivery, Section 8.05(b) dissemination or in a certificate delivered pursuant any other distribution to this AgreementBuyer, and (ii) no Person has been authorized by Parent, the Merger Subs Transitory Subsidiary or any of their respective Affiliates to make or Representatives or any representation other Person, or warranty relating to Parentthe use by Buyer, the Merger Subs Transitory Subsidiary or any of their respective Affiliates or their respective businesses Representatives or otherwise in connection with any other Person, of any such information provided or made available to any of them by the TransactionsCompany or any of its Affiliates or Representatives or any other Person, and if madeexcept as set forth herein, such representation Buyer and Transitory Subsidiary will have no claim against the Company or warranty has not been any of its stockholders, directors, officers, employees, Affiliates, advisors, agents or other representatives with respect thereto. (b) Subject to the limitations set forth in Section 8.5 applicable to claims based on fraud and knowing misrepresentations, nothing in this Agreement (including this Section 4.11) shall, or shall not be relied upon deemed or construed to, preclude, limit or impair any claim in respect of, relieve any Person of any liability or obligation for, or limit or impair any recourse or remedy of any Person available in respect of, fraud or knowing misrepresentation, whether based on representations or statements set forth in or outside of this Agreement (which all parties hereto agree, in the case of claims by the Company.any Company Indemnified Party, shall be recovered by way of a claim for indemnity pursuant to Section 8.2(c) unless an action in another form is required as a matter of Law)

No Other Representations and Warranties. (ai) Except for the representations and warranties expressly set forth in this Article IIISection 3.01, those made by the Company in Section 5.22(c)6 of the Voting Agreement, those made by the Specified Stockholders in Section 5.25(b), Section 8.05(b) 4 of the Voting Agreement or in a certificate delivered pursuant to this Agreement, neither the Company nor any other Person person on behalf of the Company or its Subsidiaries is making, and none of them has made, makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs Sub or any of their Affiliates affiliates or Representativesrepresentatives, including, but not limited to, its business, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the transactions contemplated by this Agreement, including with respect the Merger. (ii) The Company acknowledges and agrees that, except for the representations and warranties of Parent and Sub expressly set forth in Section 3.02, Section 5 of the Voting Agreement or in a certificate delivered pursuant to this Agreement, (1) none of Parent, Sub or any of their affiliates is making and none of them has made any representations or warranties (express or implied) relating to itself or its business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, otherwise in connection with the Transactions. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and the Merger Subs expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to transactions contemplated by this Agreement, (i) none of Parent, including the Merger Subs or any of their Affiliates is making, and none of them has made, any express or implied representation or warranty with respect to Parent, the Merger Subs or their Subsidiaries or with respect to the accuracy or completeness of any other information provided to the Company or any of its Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the TransactionsMerger, and none of the Company, its Affiliates Company or its Representatives affiliates or representatives is relying on any express or implied representation or warranty of Parent, the Merger Subs Sub or any of their Affiliates affiliates except for those expressly set forth in Article IV, Section 5.22(b), 3.02 or Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, 5 of the Voting Agreement and (ii2) no Person person has been authorized by Parent, the Merger Subs Sub or any of their Affiliates affiliates to make any representation or warranty relating to Parent, the Merger Subs Sub or any of their Affiliates affiliates or their respective businesses or otherwise in connection with the Transactionstransactions contemplated by this Agreement, including the Merger, except for those expressly set forth in Section 3.02 or Section 5 of the Voting Agreement, and if made, such representation or warranty has not been and shall not be relied upon by the Company, except for those expressly set forth in Section 3.02 or Section 5 of the Voting Agreement. (iii) Except as otherwise expressly provided in this Agreement and to the extent any such information is expressly included in a representation or warranty contained in Section 3.01 or the Company Letter, Parent and Sub agree and acknowledge that, in connection with the Merger and the other transactions contemplated by this Agreement, neither the Company nor any other person will have or be subject to any liability or obligation to Parent, Sub or any of their representatives resulting from the distribution or failure to distribute to Parent or Sub, or Parent’s or Sub’s use of, any such information, including any information, documents, projections, estimates, forecasts or other material, made available to Parent or Sub in any format, including in an electronic data room maintained by the Company in connection with the Merger, or management presentations in expectation of the transactions contemplated by this Agreement.

No Other Representations and Warranties. (a) Except for the representations and warranties expressly set forth in this Article III, Section 5.22(c), Section 5.25(b), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, neither the Company nor any other Person on behalf of the Company or its Subsidiaries is making, and none of them has made, any express or implied representation or warranty with respect to the Company or its Subsidiaries or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and the Merger Subs expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (i) none of Parent, the Merger Subs or any of their Affiliates is making, and none of them has made, any express or implied representation or warranty with respect to Parent, the Merger Subs or their Subsidiaries or with respect to the accuracy or completeness of any other information provided to the Company or any of its Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions, and none of the Company, its Affiliates or its Representatives is relying on any express or implied representation or warranty of Parent, the Merger Subs or any of their Affiliates except for those expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, and (ii) no Person has been authorized by Parent, the Merger Subs or any of their Affiliates to make any representation or warranty relating to Parent, the Merger Subs or any of their Affiliates or their respective businesses or otherwise in connection with the Transactions, and if made, such representation or warranty has not been and shall not be relied upon by the Company.8.05

No Other Representations and Warranties. (a) Except (i) for the representations and warranties of the Company expressly set forth contained in this Article IIIIII or in any certificate, Section 5.22(cdocument or instrument delivered at the Closing pursuant to the terms of this Agreement (in each case as qualified and limited by the Disclosure Schedule), or (ii) in the case of fraud or knowing misrepresentation (which, unless an action in another form is required as a matter of Law, may be recovered solely by way of a claim for indemnity pursuant to Section 5.25(b8.1(g)), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, neither the Company nor has not made or makes any other Person express or implied representation or warranty, either written or oral, including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Buyer. (b) The Company agrees that it (i) has had an opportunity to discuss the business and affairs of the Buyer with the management of the Buyer, (ii) has had access to due diligence materials of the Buyer for purposes of the transactions contemplated hereby, as well as access to publicly filed documents of the Buyer, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Buyer and (iv) has conducted its own independent investigation of the Buyer, its business and the transactions, and has not relied on any representation, warranty or other statement by any person on behalf of the Company Buyer, other than the representations and warranties of the Buyer expressly contained in Article IV or its Subsidiaries is makingin any certificate, document or instrument delivered at the Closing pursuant to the terms of this Agreement. Without limiting the foregoing, (A) other than the representations and warranties of the Buyer expressly contained in Article IV or in any certificate, document or instrument delivered at the Closing pursuant to the terms of this Agreement, none of them the Buyer or any of its Affiliates or any other Person, has made, made or is making any express or implied representation or warranty with respect to the Company or its Subsidiaries or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs or any of their Affiliates or RepresentativesBuyer, including with respect to any information provided or made available to the Company or any Company Equityholder or any of their businessrespective Affiliates or Representatives or any other Person, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions. (b) The Company acknowledges and agrees thator, except for the representations and warranties of Parent and the Merger Subs as otherwise expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this Agreement, (i) none of Parent, had or has any duty or obligation to provide any information to the Merger Subs Company or any Company Equityholder or any of their respective Affiliates is makingor Representatives or any other Person in connection with this Agreement or otherwise, and (B) except as otherwise provided therein, none of them has made, any express or implied representation or warranty with respect to Parent, the Merger Subs or their Subsidiaries or with respect to the accuracy or completeness of any other information provided to the Company Buyer or any of its Affiliates or RepresentativesRepresentatives or any other Person, including with respect will have or be subject to their business, operations, assets, liabilities, conditions (financial any liability of any kind or otherwise) or prospects or otherwise, in connection with the Transactions, and none of nature to the Company, its Affiliates or its Representatives is relying on any express or implied representation or warranty of Parent, the Merger Subs Company Equityholder or any of their Affiliates except for those expressly set forth in Article IVrespective Affiliates, Section 5.22(b)Representatives or any other Person, Section 5.25(a)resulting from the delivery, Section 8.05(b) dissemination or in a certificate delivered pursuant any other distribution to this Agreementthe Company, and (ii) no Person has been authorized by Parent, the Merger Subs any Company Equityholder or any of their respective Affiliates to make or Representatives or any representation other Person, or warranty relating to Parentthe use by the Company, the Merger Subs any Company Equityholder or any of their respective Affiliates or their respective businesses Representatives or otherwise in connection with any other Person, of any such information provided or made available to any of them by the TransactionsBuyer or any of its Affiliates or Representatives or any other Person, and if madeexcept as set forth herein, such representation the Company and the Company Equityholders will have no claim against the Buyer or warranty has not been any of its stockholders, directors, officers, employees, Affiliates, advisors, agents or other representatives with respect thereto. (c) Subject to the limitations set forth in Section 8.5 applicable to claims based on fraud and knowing misrepresentations, nothing in this Agreement (including this Section 3.28) shall, or shall not be relied upon deemed or construed to, preclude, limit or impair any claim in respect of, relieve any Person of any liability or obligation for, or limit or impair any recourse or remedy of any Person available in respect of, fraud or knowing misrepresentation, whether based on representations or statements set forth in or outside of this Agreement (which all parties hereto agree, in the case of claims by the Companyany Buyer Indemnified Party, shall be recovered by way of a claim for indemnity pursuant to Section 8.1(g) unless an action in another form is required as a matter of Law).

No Other Representations and Warranties. (ai) Except for the representations and warranties of Parent and Sub expressly set forth in this Article IIISection 3.02, Section 5.22(c), Section 5.25(b), Section 8.05(b) 5 of the Voting Agreement or in a certificate delivered pursuant to this Agreement, neither the Company nor none of Parent, Sub or any other Person person on behalf of the Company Parent or its Subsidiaries is making, and none of them has made, Sub makes any express or implied representation or warranty with respect to the Company Parent or its Subsidiaries Sub or with respect to the accuracy or completeness of any other information provided to Parent, the Merger Subs Company or any of their Affiliates its Subsidiaries, affiliates or RepresentativesCompany Representatives in connection with the transactions contemplated by this Agreement, including with respect the Merger. (ii) Parent and Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Section 3.01, those made by the Company in Section 6 of the Voting Agreement, those made by the Specified Stockholders in Section 4 of the Voting Agreement, or in a certificate delivered pursuant to their this Agreement, (1) none of the Company or any of its affiliates is making and none of them has made any representations or warranties (express or implied) relating to itself or its business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, otherwise in connection with the Transactions. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and the Merger Subs expressly set forth in Article IV, Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to transactions contemplated by this Agreement, (i) including the Merger, and none of Parent, the Merger Subs Sub or their respective affiliates or representatives is relying on any of their Affiliates is making, and none of them has made, any express or implied representation or warranty with respect to Parent, the Merger Subs or their Subsidiaries or with respect to the accuracy or completeness of any other information provided to the Company or any of its Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise, in connection with the Transactions, and none of the Company, its Affiliates or its Representatives is relying on any express or implied representation or warranty of Parent, the Merger Subs or any of their Affiliates affiliates except for those expressly set forth in Article IVSection 3.01, those made by the Company in Section 5.22(b), Section 5.25(a), Section 8.05(b) or in a certificate delivered pursuant to this 6 of the Voting Agreement, or those made by the Specified Stockholders in Section 4 of the Voting Agreement and (ii2) no Person person has been authorized by Parent, the Merger Subs Company or any of their Affiliates its affiliates to make any representation or warranty relating to Parent, the Merger Subs Company or any of their Affiliates its affiliates or their respective businesses or otherwise in connection with the Transactionstransactions contemplated by this Agreement, including the Merger, except for those expressly set forth in Section 3.01, those made by the Company in Section 6 of the Voting Agreement, or those made by the Specified Stockholders in Section 4 of the Voting Agreement, and if made, such representation or warranty warranty, or the accuracy or completeness thereof, has not been and shall not be relied upon by Parent or Sub, except for those expressly set forth in Section 3.01, those made by the Company in Section 6 of the Voting Agreement, or those made by the Specified Stockholders in Section 4 of the Voting Agreement. (iii) Except as otherwise expressly provided in this Agreement and to the extent any such information is expressly included in a representation or warranty contained in Section 3.02 or the Parent Letter, the Company agrees and acknowledges that, in connection with the Merger and the other transactions contemplated by this Agreement, neither Parent or Sub nor any other person will have or be subject to any liability or obligation to the Company or any other Company Representative resulting from the distribution or failure to distribute to the Company, or the Company’s use of, any such information, including any information, documents, projections, estimates, forecasts or other material, made available to the Company in any format in connection with the Merger or management presentations in expectation of the transactions contemplated by this Agreement.