Common use of No Other Representations; Non-Reliance Clause in Contracts

No Other Representations; Non-Reliance. (a) Each of Parent and Merger Sub (on behalf of themselves and their respective Affiliates) acknowledges and agrees that it: (i) has had an opportunity to discuss the business of the Company and its Subsidiaries with the Company’s management, (ii) has had reasonable access to personnel, properties, premises and books and records of the Company and its Subsidiaries, and (iii) has conducted its own independent investigation and analysis of the Company and its Subsidiaries, their respective businesses and transactions contemplated hereby. (b) Each of Parent and Merger Sub further acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement: (i) the Company and its Representatives do not make, and have not made, any representation or warranty whatsoever, express or implied, whether written or oral, at law or in equity, relating to the Company, its Subsidiaries, or any of its or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and (ii) no Person has been authorized, expressly or impliedly, by the Company to make any representation or warranty relating to itself, its Subsidiaries, or any of the other matters set forth in the foregoing sub-clause (i) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company; and (c) Parent and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties or other statements or omissions that may have been made by any Person or otherwise occurred (except for the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);

No Other Representations; Non-Reliance. (a) Each of Parent AEP and Merger Sub (on behalf of themselves and their respective Affiliates) acknowledges and agrees that it: (i) has had an opportunity to discuss the business of the Company and its Subsidiaries with the Company’s management, (ii) has had reasonable access to personnel, properties, premises and books and records of the Company and its SubsidiariesSubsidiaries and any “virtual data room” maintained by the Company, and (iii) has conducted its own independent investigation and analysis of the Company and its Subsidiaries, their respective businesses and transactions contemplated hereby. (b) Each of Parent AEP and Merger Sub further acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement: (i) the Company and its Representatives do not make, and have not made, any representation or warranty whatsoever, express or implied, whether written or oral, at law or in equity, relating to the Company, its Subsidiaries, or any of its or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the businesses, the effectiveness or the success of any operations, or the accuracy or completeness of any memoranda, documents, projections, or information (financial or otherwise) regarding the Company or any of its Subsidiaries furnished to AEP or its Representatives or made available to AEP and its Representatives, including in any “data rooms,” “virtual data rooms,” management presentations or in any other form, in expectation of, or in connection with, the transactions contemplated thereby or in respect of any other matter or thing whatsoever; and (ii) no Person has been authorized, expressly or impliedly, by the Company to make any representation or warranty relating to itself, its Subsidiaries, or any of the other matters set forth in the foregoing sub-clause subclause (iI) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent AEP or Merger Sub as having been authorized by the Company; and; (c) Parent AEP and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties or other statements or omissions that may have been made by any Person or otherwise occurred (except for the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement); (d) AEP and Merger Sub each specifically disclaims any obligation or duty by the Company to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article V of this Agreement; and (e) AEP and Merger Sub each acknowledges and agrees that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to AEP, Merger Sub or any of their Representatives are not and shall not be deemed to be or include any representations or warranties.

No Other Representations; Non-Reliance. (a) Each of The Parent Entities have conducted their own independent investigation, review and Merger Sub (on behalf of themselves and their respective Affiliates) acknowledges and agrees that it: (i) has had an opportunity to discuss the business analysis of the Company business, results of operations, prospects, condition (financial or otherwise) or assets of the Acquired Companies, and its Subsidiaries with the Company’s management, (ii) has had reasonable acknowledges that they have been provided adequate access to the personnel, properties, premises and assets, premises, books and records and other documents and data of the Acquired Companies for such purpose. The Parent Entities acknowledge and agree that: (i) in making their decision to enter into this Agreement and to consummate the Contemplated Transactions, the Parent Entities have relied solely upon their own investigation and the express representations and warranties of the Company and its Subsidiaries, and set forth in ARTICLE IV (iii) has conducted its own independent investigation and analysis including the related portions of the Company Disclosure Schedule), in any Ancillary Agreement and its Subsidiariesin the Company Certificate and disclaims reliance on any other representations and warranties of any kind or nature express or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities or prospects of the Acquired Companies); and (ii) none of the Securityholders, the Acquired Companies or any of their respective businesses Affiliates or respective Representatives or any other Person has made any representation or warranty as to the Acquired Companies or the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to the Parent Entities and transactions contemplated herebytheir Representatives, except as expressly set forth in ARTICLE IV, the Ancillary Agreements or the Company Certificate. (b) Each In connection with the due diligence investigation of the Acquired Companies by the Parent Entities and Merger Sub further acknowledges their Affiliates and agrees their respective Representatives, the Parent Entities and their Affiliates and their respective Representatives have received and may continue to receive after the date hereof from the Acquired Companies, their Affiliates and their respective Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Acquired Companies and their businesses and operations. The Parent Entities hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that the Parent Entities will have no claim against Acquired Companies, or any of their Affiliates or their respective Representatives, or any other Person, with respect thereto, including as to the accuracy or completeness of any information provided. Accordingly, for the avoidance of doubt, and without in any way limiting the provisions of Section 5.10(a), the Parent Entities hereby acknowledge and agree that, except for the representations and warranties expressly set forth in this Agreement: (i) ARTICLE IV, in any Ancillary Agreement and in the Company and its Certificate, none of the Acquired Companies or any of their Affiliates or their respective Representatives do not make, and have not made, has made or is making any express or implied representation or warranty whatsoeverwith respect to such estimates, express or impliedprojections, whether written or oralforecasts, at law or in equity, relating to the Company, its Subsidiaries, or any of its or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and (ii) no Person has been authorized, expressly or impliedly, by the Company to make any representation or warranty relating to itself, its Subsidiaries, or any of the other matters set forth in the foregoing subforward-clause (i) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company; and (c) Parent and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties or other looking statements or omissions that may have been made by any Person or otherwise occurred (except for the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);business plans.

No Other Representations; Non-Reliance. (a) Each of Parent and Merger Sub (The Company, on behalf of themselves and their respective Affiliates) acknowledges and agrees that it: (i) has had an opportunity to discuss the business of the Company and its Subsidiaries with the Company’s management, (ii) has had reasonable access to personneleach Participating Securityholder, properties, premises and books and records of the Company and its Subsidiaries, and (iii) has conducted its own independent investigation investigation, review and analysis of the Company business, results of operations, prospects, condition (financial or otherwise) and assets of Parent and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Parent Group for such purpose. The Company, on behalf of each Participating Securityholder, acknowledges and agrees that (i) in making its Subsidiariesdecision to enter into this Agreement and to consummate the Contemplated Transactions, it has relied solely upon its own investigation (including its own investigation of the Public Documents) and the express representations and warranties of Parent set forth in Article V (as modified by the preamble to Article V), in any Ancillary Agreement and in the Parent Certificate and disclaims reliance on any other representations and warranties of any kind or nature express or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities or prospects of the Parent Group); and (ii) none of Parent or any of its Subsidiaries or any of their respective businesses and transactions contemplated herebyAffiliates or respective Representatives or any other Person has made any representation or warranty as to the Parent Entities or the accuracy or completeness of any information regarding the Parent Entities provided or made available to the Company, on behalf of each Participating Securityholder, except as expressly set forth in Article V, the Ancillary Agreements or the Parent Certificate. (b) Each In connection with the due diligence investigation of the Parent Entities by the Company, on behalf of each Participating Securityholder, the Company, on behalf of each Participating Securityholder, has received and Merger Sub further may continue to receive after the date of the Original Agreement until the Closing Date (or the earlier termination of this Agreement) from Parent, their Affiliates and their Representatives certain estimates, projections, forecasts and other forward- looking information, as well as certain business plan information, regarding Parent, its Subsidiaries and their respective businesses and operations. The Company, on behalf of each Participating Securityholder, hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that none of the Company or any Participating Securityholder, will have any claim against Parent or any of its Affiliates (including the Company after the Closing) or their respective Representatives, or any other Person, solely with respect thereto, including as to the accuracy or completeness of any information provided that is not otherwise a representation set forth in Article V. Accordingly, for the avoidance of doubt, and without in any way limiting the provisions of Section 4.23(a), the Company, on behalf of each Participating Securityholder, hereby acknowledges and agrees thatthat none of Parent or its Affiliates or their respective Representatives has made or is making any express or implied representation or warranty with respect to such estimates, except for the representations and warranties expressly set forth projections, forecasts, forward-looking statements or business plans. (c) Notwithstanding anything in this Agreement: Agreement to the contrary, (i) the Company and its Representatives do not make, and have not made, any representation or warranty whatsoever, express or implied, whether written or oral, at law or in equity, relating this Agreement related to the Company, its Subsidiaries, or any Knowledge Only Entities shall be deemed to be made only with respect to the actual knowledge of its or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and [redacted – names of individuals] and (ii) no Person has been authorized, expressly or impliedly, by the Company to make any representation or warranty relating to itself, its Subsidiaries, or any of the other matters set forth in the foregoing sub-clause (i) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company; and (c) Parent and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties of any kind or other statements nature express or omissions that may have been implied are being made by any Person in this Agreement or otherwise occurred (except for related to the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);Excluded Entities.

No Other Representations; Non-Reliance. (a) Each Except for the representations and warranties of Parent the Company expressly set forth in this Article III and Merger Sub Section 5.8(b) of this Agreement, and the representations and warranties of the Company stockholders set forth in Section 5 of the Voting Agreement, (i) neither the Company, any of its Subsidiaries nor any of their respective Affiliates or Representatives (or any other Person acting or purporting to act on behalf of themselves and any of the foregoing) makes, or has made, any representation or warranty (whether express or implied) relating to the Company, its Subsidiaries or any of their respective Affiliatesbusinesses, operations, properties, assets, liabilities or otherwise in connection with this Agreement or the transactions contemplated hereby, including as to the accuracy or completeness of any such information, (ii) acknowledges no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations, properties, assets, liabilities or otherwise in connection with this Agreement or the transactions contemplated by this Agreement, and agrees that it: (iiii) has had an opportunity any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to discuss Parent, Merger Sub or any of their respective Affiliates or Representatives by the business Company, any of its Subsidiaries or any of their respective Affiliates or Representatives (or any other Person acting or purporting to act on behalf of any of the foregoing), including any materials or information made available in the electronic data room hosted by the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement or in connection with presentations by the Company’s management, (ii) has had reasonable access , are not and shall not be deemed to personnel, properties, premises be or include representations or warranties unless and books and records to the extent any such materials or information is expressly the subject of any express representation or warranty of the Company and its Subsidiaries, and (iii) has conducted its own independent investigation and analysis of the Company and its Subsidiaries, their respective businesses and transactions contemplated herebyset forth in this Article III or Section 5.8(b). (b) Each of Parent and Merger Sub further The Company hereby acknowledges and agrees (each for itself and on behalf of its respective Affiliates and Representatives) that, except for the representations and warranties of Parent and Merger Sub expressly set forth in this Agreement: Article IV, (i) neither Parent nor any of its Subsidiaries nor any of their respective Affiliates or Representatives (or any other Person acting or purporting to act on behalf of any of the Company and its Representatives do not makeforegoing) makes, and have not or has made, any representation or warranty whatsoever, (whether express or implied, whether written or oral, at law or in equity, ) relating to Parent, Merger Sub or their Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities or otherwise in connection with this Agreement and the Companytransactions contemplated by this Agreement, its Subsidiariesincluding as to the accuracy or completeness of any such information, and none of the Company or any of its Affiliates or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, Representatives is relying on any representation or condition (financial warranty except for those representations and warranties of Parent and Merger Sub expressly set forth in Article IV in connection with this Agreement or otherwise), and the transactions contemplated by this Agreement and (ii) no Person has been authorizedauthorized by Parent, expressly Merger Sub, or impliedly, by the Company any of their Subsidiaries to make any representation or warranty relating to itselfParent, its SubsidiariesMerger Sub, their Subsidiaries or any of the other matters set forth in the foregoing sub-clause (i) their respective businesses, operations, properties, assets, liabilities or otherwise in connection with this Agreement or the Mergertransactions contemplated hereby, and if made, such representation or warranty must has not been and may not be relied upon by Parent the Company or Merger Sub any of its Affiliates or Representatives as having been authorized by the Company; and (c) Parent and Parent, Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations of their respective Subsidiaries (or warranties or any other statements or omissions that may have been made by any Person Person). Notwithstanding the foregoing, nothing set forth herein shall limit or otherwise occurred (except for impact the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that rights of the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation under this Agreement or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);applicable Law arising out of fraud.

No Other Representations; Non-Reliance. ‌ (a) Each of Parent and Merger Sub (The Company, on behalf of themselves and their respective Affiliates) acknowledges and agrees that it: (i) has had an opportunity to discuss the business of the Company and its Subsidiaries with the Company’s management, (ii) has had reasonable access to personneleach Participating Securityholder, properties, premises and books and records of the Company and its Subsidiaries, and (iii) has conducted its own independent investigation investigation, review and analysis of the Company and its Subsidiariesbusiness, their respective businesses and transactions contemplated hereby. (b) Each results of Parent and Merger Sub further acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement: (i) the Company and its Representatives do not make, and have not made, any representation or warranty whatsoever, express or implied, whether written or oral, at law or in equity, relating to the Company, its Subsidiaries, or any of its or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise) and assets of Parent and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Parent Group for such purpose. The Company, on behalf of each Participating Securityholder, acknowledges and agrees that (i) in making its decision to enter into this Agreement and to consummate the Contemplated Transactions, it has relied solely upon its own investigation (including its own investigation of the Public Documents) and the express representations and warranties of Parent set forth in Article V (as modified by the preamble to Article V), andin any Ancillary Agreement and in the Parent Certificate and disclaims reliance on any other representations and warranties of any kind or nature express or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities or prospects of the Parent Group); and (ii) none of Parent or any of its Subsidiaries or any of their respective Affiliates or respective Representatives or any other Person has made any representation or warranty as to the Parent Entities or the accuracy or completeness of any information regarding the Parent Entities provided or made available to the Company, on behalf of each Participating Securityholder, except as expressly set forth in Article V, the Ancillary Agreements or the Parent Certificate.‌ (b) In connection with the due diligence investigation of the Parent Entities by the Company, on behalf of each Participating Securityholder, the Company, on behalf of each Participating Securityholder, has received and may continue to receive after the date hereof until the Closing Date (or the earlier termination of this Agreement) from Parent, their Affiliates and their Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding Parent, its Subsidiaries and their respective businesses and operations. The Company, on behalf of each Participating Securityholder, hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that none of the Company or any Participating Securityholder, will have any claim against Parent or any of its Affiliates (including the Company after the Closing) or their respective Representatives, or any other Person, solely with respect thereto, including as to the accuracy or completeness of any information provided that is not otherwise a representation set forth in Article V. Accordingly, for the avoidance of doubt, and without in any way limiting the provisions of Section 4.23(a), the Company, on behalf of each Participating Securityholder, hereby acknowledges and agrees that none of Parent or its Affiliates or their respective Representatives has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans. (c) Notwithstanding anything in this Agreement to the contrary, (i) any representation or warranty in this Agreement related to the Knowledge Only Entities shall be deemed to be made only with respect to the actual knowledge of [redacted – names of individuals] and (ii) no Person has been authorized, expressly or impliedly, by the Company to make any representation or warranty relating to itself, its Subsidiaries, or any of the other matters set forth in the foregoing sub-clause (i) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company; and (c) Parent and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties of any kind or other statements nature express or omissions that may have been implied are being made by any Person in this Agreement or otherwise occurred (except for related to the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);Excluded Entities.‌

No Other Representations; Non-Reliance. (a) Each Purchaser hereby acknowledges and agrees that, except for the representations and warranties contained in Section 2 and Section 3 (in each case, including, and subject to, the related portions of Parent and Merger Sub (the Disclosure Schedule), none of Seller, 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 themselves Seller or the Company, including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Purchaser and their respective Affiliatesits Representatives, management presentations or in any other form in expectation of the Transaction or as to the future revenue, profitability or success of the Company, or any representation or warranty arising from statute or otherwise in law. (b) Purchaser hereby acknowledges and agrees that it: (i) has had an opportunity to discuss the business of the Company and its Subsidiaries with the Company’s management, (ii) has had reasonable access to personnel, properties, premises and books and records of the Company and its Subsidiaries, and (iii) Purchaser has conducted its own independent investigation investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company for such purpose. (c) Purchaser hereby acknowledges and agrees that: (i) in making its decision to enter into this Agreement and the Related Documents (including without limitation the TSA) and to consummate the transactions contemplated hereby and thereby, Purchaser has relied solely upon its own investigation and the express representations and warranties of the Company set forth in Section 2 and Seller set forth in Section 3 (in each case, including, and subject to, the related portions of the Disclosure Schedule) and disclaims reliance on any other representations and warranties of any kind or nature express or implied (including, but not limited to, any relating to the future or historical financial condition, results of operations, assets or liabilities or prospects of the Company) and (ii) none of Seller, the Company or any other Person has made any representation or warranty as to Seller or any Acquired Company or the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to Purchaser and its Representatives, except as expressly set forth in Section 2 or, with respect to representations of Seller, Section 3 (in each case, including, and subject to, the related portions of the Disclosure Schedule). (d) In connection with the due diligence investigation of the Acquired Companies by Purchaser and its Affiliates and/or their respective Representatives, Purchaser and its Affiliates and their respective Representatives have received from the Company and its Subsidiaries, Affiliates (including Seller) and their respective Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its businesses and transactions contemplated hereby. operations. Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Purchaser will have no claim against any of the Company, or any of its Affiliates (b) Each including Seller), directors, officers, employees, consultants, agents or other Representatives, or any other Person, with respect thereto, including as to the accuracy or completeness of Parent and Merger Sub further any information provided. Accordingly, Purchaser hereby acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 2 of this Agreement: (i) the Company and its Representatives do not make, and have not made, any representation or warranty whatsoever, express or implied, whether written or oral, at law or in equity, relating Agreement with respect to the Company, its Subsidiariesand Section 3 with respect to Seller, or neither the Company (in each case, including, and subject to, the related portions of the Disclosure Schedule), nor any of its or its Subsidiaries’ respective businessesAffiliates (including Seller), assetsdirectors, liabilitiesofficers, operationsemployees, prospectsconsultants, agents, or condition (financial other Representatives has made or otherwise), and (ii) no Person has been authorized, expressly is making any express or impliedly, by the Company to make any implied representation or warranty relating with respect to itselfsuch estimates, its Subsidiariesprojections, or any of the other matters set forth in the foregoing subforecasts, forward-clause (i) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company; and (c) Parent and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties or other looking statements or omissions that may have been made by any Person or otherwise occurred (except for the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);business plans.

No Other Representations; Non-Reliance. Except for the representations and warranties contained in this Section 3 (aincluding the related portions of the Disclosure Schedules) Each and the Transaction Documents, none of Parent and Merger Sub (the LIBB Vendor, LIBB, or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of themselves and their respective Affiliates) acknowledges and agrees that it: (i) has had an opportunity to discuss the business LIBB Vendor or LIBB. Without limiting the generality of the Company and its Subsidiaries with the Company’s management, (ii) has had reasonable access to personnelforegoing, properties, premises and books and records none of the Company and its SubsidiariesLIBB Vendor, and LIBB, or any other Person has made or makes any representation or warranty with respect to any projections, estimates, or budgets of future revenues, future results of operations, future cash flows or future financial condition (iiior any component of any of the foregoing) of LIBB. The LIBB Vendor has conducted its own independent investigation investigation, review and analysis of the Company and its Subsidiariesbusiness, their respective businesses and transactions contemplated hereby. (b) Each results of Parent and Merger Sub further acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement: (i) the Company and its Representatives do not make, and have not made, any representation or warranty whatsoever, express or implied, whether written or oral, at law or in equity, relating to the Company, its Subsidiaries, or any of its or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise)) and assets of the Purchaser, and and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Purchaser for such purpose. The LIBB Vendor acknowledges and agrees that (iia) no in making its decision to enter into this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby, the LIBB Vendor has relied solely upon its own investigation and the express representations and warranties of the Purchaser set forth in Section 5 of this Agreement (including the related portions of the Schedules) and the Transaction Documents; and (b) neither the Purchaser nor any other Person has been authorized, expressly or impliedly, by the Company to make made any representation or warranty relating as to itselfthe Purchaser or this Agreement, its Subsidiaries, or any of the other matters set forth in the foregoing sub-clause (i) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub except as having been authorized by the Company; and (c) Parent and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties or other statements or omissions that may have been made by any Person or otherwise occurred (except for the representations and warranties expressly set forth in Section 5 of this Agreement), Agreement (including the related portions of the Schedules) and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);Transaction Documents.

No Other Representations; Non-Reliance. Except for the representations and warranties contained in this Section 5 (aincluding the related portions of the Schedules) Each of Parent and Merger Sub (the Transaction Documents, neither the Purchaser nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of themselves and their respective Affiliates) acknowledges and agrees that it: (i) has had an opportunity to discuss the business Purchaser. Without limiting the generality of the Company and its Subsidiaries foregoing, neither Purchaser nor any other Person has made or makes any representation or warranty with the Company’s management, respect to any projections, estimates or budgets of future revenues, future results of operations, future cash flows or future financial condition (ii) has had reasonable access to personnel, properties, premises and books and records or any component of any of the Company and its Subsidiaries, and (iiiforegoing) of the Purchaser. The Purchaser has conducted its own independent investigation investigation, review and analysis of the Company and its Subsidiariesbusiness, their respective businesses and transactions contemplated hereby. (b) Each results of Parent and Merger Sub further acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement: (i) the Company and its Representatives do not make, and have not made, any representation or warranty whatsoever, express or implied, whether written or oral, at law or in equity, relating to the Company, its Subsidiaries, or any of its or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise)) and assets of LIBB and LIBC, and and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of the Vendors, LIBB, and LIBC for such purpose. The Purchaser acknowledges and agrees that (iia) no in making its decision to enter into this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby, the Purchaser has relied solely upon its own investigation and the express representations and warranties of the Vendors, LIBB, and LIBC set forth in Sections 3 and 4 of this Agreement (including the related portions of the Schedules) and the Transaction Documents; and (b) none of the Vendors, LIBB, LIBC or any other Person has been authorized, expressly or impliedly, by the Company to make made any representation or warranty relating as to itselfthe Vendors, its SubsidiariesLIBB, or any of the other matters set forth in the foregoing sub-clause (i) in connection with the MergerLIBC or this Agreement, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub except as having been authorized by the Company; and (c) Parent and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties or other statements or omissions that may have been made by any Person or otherwise occurred (except for the representations and warranties expressly set forth in Sections 3 and 4 of this Agreement), Agreement (including the related portions of the Schedules) and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);Transaction Documents.

No Other Representations; Non-Reliance. Except for the specific representations and warranties contained in the Company’s and the Shareholders’ representations and warranties set forth in Sections 3 and 4 (aincluding related portions of the Company Disclosure Schedule) Each of Parent and Merger Sub the Company Certificate, (on behalf of themselves and their respective Affiliates1) Purchaser acknowledges and agrees that it: (iA) has had an opportunity to discuss the business none of Shareholders, the Company and its Subsidiaries with the Company’s management, (ii) or any other Person has had reasonable access to personnel, properties, premises and books and records of the Company and its Subsidiaries, and (iii) has conducted its own independent investigation and analysis of the Company and its Subsidiaries, their respective businesses and transactions contemplated hereby. (b) Each of Parent and Merger Sub further acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement: (i) the Company and its Representatives do not make, and have not made, made or makes any other express or implied representation or warranty whatsoeverwarranty, express or implied, whether either written or oral, at law on behalf of the Shareholders or in equity, relating to the Company, its Subsidiariesin respect of the Company Business, or any of its or its Subsidiaries’ respective businessesthe Company, the Company’s assets, liabilities, operations, prospects, or condition (financial or otherwise), and including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Company’s business, the effectiveness or the success of any operations, or the accuracy or completeness of documents, projections, material or other information (iifinancial or otherwise) regarding the Company furnished to Purchaser or its representatives or made available to Purchaser and its representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby, or in respect of any other matter or thing whatsoever, and (B) no Person has been authorizedofficer, expressly agent, representative or impliedly, by employee of the Shareholders or the Company has any authority, express or implied, to make any representation representations, warranties or warranty relating to itself, its Subsidiaries, or any of the other matters agreements not specifically set forth in the foregoing sub-clause Transaction Documents and subject to the limited remedies herein provided; (i2) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company; and (c) Parent and Merger Sub each Purchaser specifically disclaims that it is relying upon or has relied upon any such other representations or warranties or other statements or omissions that may have been made by any Person or otherwise occurred (except for the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that the Company has and the Shareholders have specifically disclaimed and does do hereby specifically disclaim reliance upon any such other representation or warranty warranty; (3) Purchaser specifically disclaims any obligation or other statement duty by the Shareholders or omission (except for the Company to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties expressly set forth in Sections 3 and 4 of this Agreement);; and (4) Purchaser is acquiring the Shares subject only to the specific representations and warranties set forth in Sections 3 and 4 of this Agreement. 6.

No Other Representations; Non-Reliance. (a) Each of Parent and Merger Sub (on behalf of themselves and their respective Affiliates) Buyer acknowledges and agrees that it: (i) has had an opportunity to discuss the business it and its respective Affiliates and their respective Representatives have conducted their own independent investigation, review and analysis of the Company and its Subsidiaries with Company, the Business, results of operations, prospects, condition (financial or otherwise) or Assets of the Company’s management, (ii) , and Buyer acknowledges and agrees that it has had reasonable been provided adequate access to the personnel, properties, premises and Assets, premises, books and records records, and other documents and data of the Business or Company for such purpose. Buyer acknowledges and agrees that: (i) in making its decision to enter into this Agreement and to consummate the Contemplated Transactions, it is relying solely upon its own investigation and the representations and warranties of Seller, Selling Shareholders and the Company set forth in Article III and Article IV of this Agreement (including the related portions of the Disclosure Schedule), the Company Certificate and the other Ancillary Agreements, acknowledges and agrees that neither Seller, Selling Shareholders nor the Company has and does not make any representations and warranties in connection with this Agreement or the other Contemplated Transactions except for the representations and warranties of Seller, Selling Shareholders and the Company set forth in Article III and Article IV of this Agreement (including the related portions of the Disclosure Schedule) and the Ancillary Agreements, and disclaims reliance on any other representations and warranties of any kind or nature express or implied (including, but not limited to, any relating to the future or historical financial condition, results of operations, assets or liabilities or prospects of the Company); and (ii) none of the Selling Shareholders, Seller, the Company or any of their respective Affiliates or respective Representatives (including, without limitation, the directors and officers of the Company) or any other Person has made any representation or warranty as to a Selling Shareholder, Seller, the Company or the accuracy or completeness of any information regarding the Company furnished or made available to Buyer and its SubsidiariesRepresentatives, and (iii) has conducted its own independent investigation except as expressly set forth in Article III and analysis Article IV of this Agreement, the Company Certificate and its Subsidiaries, their respective businesses and transactions contemplated herebythe Ancillary Agreements. (b) Each In connection with the due diligence investigation of Parent the Company by Buyer and Merger Sub further its Affiliates and their respective Representatives, Buyer and its Affiliates and their respective Representatives have received and may continue to receive after the date hereof from the Company, its Affiliates and their respective Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and their businesses and operations. Buyer hereby acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that, other than as provided under this Agreement or the Ancillary Agreements, Buyer will have no claim against the Company, or any of its Affiliates or their respective Representatives, or any other Person, with respect thereto, including as to the accuracy or completeness of any information provided. Accordingly, for the avoidance of doubt, and without in any way limiting the provisions of paragraph (a) of this Section 7.9, Buyer hereby acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III and Article IV of this Agreement: (i) , the Company and its Representatives do not makeCertificate, and have not madethe other Ancillary Agreements, neither the Company nor any of their Affiliates or their respective Representatives (including, without limitation, the directors and officers of the Company) has made or is making any express or implied representation or warranty whatsoeverwith respect to such estimates, express projections, forecasts, forward-looking statements or implied, whether written or oral, at law or in equity, relating to the Company, its Subsidiaries, or any of its or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and (ii) no Person has been authorized, expressly or impliedly, by the Company to make any representation or warranty relating to itself, its Subsidiaries, or any of the other matters set forth in the foregoing sub-clause (i) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company; andbusiness plans. (c) Parent This Section 7.9 shall survive the termination of this Agreement and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties or other statements or omissions that may have been made by any Person or otherwise occurred (except for the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);Closing Date.

No Other Representations; Non-Reliance. (a) Each of Parent and Merger Sub (on behalf of themselves and their respective Affiliates) acknowledges and agrees that it: (i) has had an opportunity to discuss the business of the Company and its Subsidiaries with the Company’s management, (ii) has had reasonable access to personnel, properties, premises and books and records of the Company and its Subsidiaries, and (iii) Purchaser has conducted its own independent investigation investigation, review and analysis of the business, results of operations, prospects, conditions, assets and liabilities of the Company, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company for such purpose. Purchaser acknowledges and agrees that: (i) in making its decision to enter into this Agreement and to consummate the Contemplated Transactions, Purchaser has relied solely upon its own investigation, the express representations and warranties of the Company set forth in Section 3 (as qualified by the relevant portions of the Disclosure Schedule) and the express representations and warranties of each Seller in Section 4 and disclaims reliance on any other representations and warranties of any kind or nature express or implied (including any relating to the future or historical business, results of operations, prospects, conditions, assets or liabilities of the Company); and (ii) none of the Sellers, the Company or any other Person has made any representation or warranty as to the Sellers, the Company or the accuracy or completeness of any information regarding the Company furnished or made available to Purchaser and its SubsidiariesRepresentatives, their respective businesses except as expressly set forth in Section 3 (as qualified by the relevant portions of the Disclosure Schedule) and transactions contemplated herebythe express representations and warranties of each Seller in Section 4. (b) Each In connection with the due diligence investigation of Parent the Company by Purchaser and Merger Sub further its Affiliates and their respective Representatives, Purchaser and its Affiliates and their respective Representatives have received and may continue to receive after the date hereof from the Company, the Sellers, their Affiliates and their respective Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business. Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and except with respect to the representations and warranties in Section 3 (as qualified by the relevant portions of the Disclosure Schedule) and the express representations and warranties of each Seller in Section 4, that Purchaser will have no claim against the Company, the Sellers, or any of its Affiliates or their respective Representatives, or any other Person, with respect thereto, including as to the accuracy or completeness of any information provided except with respect to Fraud. Accordingly, for the avoidance of doubt, Purchaser hereby acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement: Section 3 (ias qualified by the relevant portions of the Disclosure Schedule) and the Company express representations and its Representatives do not makewarranties of each Seller in Xxxxxxx 0, and have not made, any representation or warranty whatsoever, express or implied, whether written or oral, at law or in equity, relating to xxxx of the Company, its Subsidiaries, the Sellers or any of its Affiliates or its Subsidiaries’ their respective businesses, assets, liabilities, operations, prospectsRepresentatives, or condition (financial any other Person, with respect thereto has made or otherwise), and (ii) no Person has been authorized, expressly is making any express or impliedly, by the Company to make any implied representation or warranty relating with respect to itselfsuch estimates, its Subsidiariesprojections, or any of the other matters set forth in the foregoing subforecasts, forward-clause (i) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company; and (c) Parent and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties or other looking statements or omissions that may have been made by any Person or otherwise occurred (except for the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);business plans.

No Other Representations; Non-Reliance. (a) Each of Parent and Merger Sub (on behalf of themselves and their respective Affiliates) Buyer acknowledges and agrees that it: (i) it has had made its own inquiry and investigation into, and, based thereon, has formed an opportunity independent judgment concerning, the Company and the Company Subsidiaries and its and their businesses and operations and Buyer has been furnished with or given full access to discuss such material information about the business Company and the Company Subsidiaries and its and their businesses and operations as Buyer and its representatives have requested prior to the Agreement Date. In connection with Buyer’s investigation of the Company and the Company Subsidiaries and its and their businesses and operations, Buyer and its representatives have received from the Company or its representatives certain projections and other forecasts for the Company and the Company Subsidiaries with the Company’s management, and certain estimates, plans and budget information. Buyer acknowledges and agrees that (i) there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets, (ii) has had reasonable access to personnel, properties, premises Buyer is familiar with such uncertainties and books and records of the Company and its Subsidiaries, and (iii) has conducted Buyer is taking full responsibility for making its own independent investigation and analysis evaluations of the Company adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to Buyer or its Subsidiaries, their respective businesses and transactions contemplated herebyrepresentatives. (b) Each of Parent and Merger Sub further acknowledges and Buyer agrees that, except for the representations and warranties of the Company expressly set forth in this AgreementARTICLE IV and the representations and warranties of the Sellers made in Section 5.1, none of the Company, any Company Subsidiary, any Seller or any of their respective Affiliates or representatives has made or will be deemed to have made to Buyer or its Affiliates or representatives any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any otherwise express representations and warranties of the Company set forth in ARTICLE IV and the representations and warranties of the Sellers made in Section 5.1, Buyer agrees that none of the Company, any Company Subsidiary, any Seller or any of their respective Affiliates or representatives makes or has made any representation or warranty to Buyer or any of its representatives or Affiliates with respect to: (i) any projections, forecasts, estimates, plans or budgets of future revenue, 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 the Company and its Representatives do not make, and have not made, any representation or warranty whatsoever, express or implied, whether written or oral, at law or in equity, relating to the Company, its Subsidiaries, or any of its the Company Subsidiaries or the future business, operations or affairs of the Company or any of the Company Subsidiaries heretofore or hereafter delivered to or made available to Buyer or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, representatives or condition (financial or otherwise), andAffiliates; or (ii) no Person has been authorizedany other information, expressly statements or impliedlydocuments heretofore or hereafter delivered to or made available to Buyer or its representatives or Affiliates, by including the information contained in the Company’s online data room, with respect to the Company to make any representation or warranty relating to itselfthe business, its Subsidiariesoperations, or affairs of the Company or any of the other matters Company Subsidiaries, except as expressly covered by representations and warranties of the Company set forth in ARTICLE IV and the foregoing sub-clause (i) representations and warranties of the Sellers made in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company; andSection 5.1. (c) Parent The Sellers and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties or other statements or omissions that may have been made by any Person or otherwise occurred (the Company acknowledge and agree that, except for the representations and warranties of Buyer expressly set forth in this Agreement)Section 5.2, and acknowledges and agrees that neither Buyer nor any of its Affiliates or representatives makes or has made to any of the Sellers, the Company, any Company has specifically disclaimed and does hereby specifically disclaim reliance upon Subsidiary or any such of their respective Affiliates or representatives any representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);of any kind.

No Other Representations; Non-Reliance. ‌ (a) Each of Parent and Merger Sub (The Company, on behalf of themselves and their respective Affiliates) acknowledges and agrees that it: (i) has had an opportunity to discuss the business of the Company and its Subsidiaries with the Company’s management, (ii) has had reasonable access to personneleach Participating Securityholder, properties, premises and books and records of the Company and its Subsidiaries, and (iii) has conducted its own independent investigation investigation, review and analysis of the Company business, results of operations, prospects, condition (financial or otherwise) or assets of Parent and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of Parent and its Subsidiaries for such purpose. The Company, on behalf of each Participating Securityholder, acknowledges and agrees that: (i) in making its decision to enter into this Agreement and to consummate the Contemplated Transactions, it has relied solely upon its own investigation and the express representations and warranties of Parent set forth in ARTICLE IV (including the related portions of the Listing Statement), in any Ancillary Agreement and in the Parent Certificate and disclaims reliance on any other representations and warranties of any kind or nature express or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities or prospects of Parent and its Subsidiaries, ); and (ii) none of Parent or any of its Subsidiaries or any of their respective businesses and transactions contemplated herebyAffiliates or respective Representatives or any other Person has made any representation or warranty as to the Parent Entities or the accuracy or completeness of any information regarding the Parent Entities furnished or made available to the Company, on behalf of each Participating Securityholder, except as expressly set forth in ARTICLE IV, the Ancillary Agreements or the Parent Certificate. (b) Each In connection with the due diligence investigation of the Parent Entities by the Company, on behalf of each Participating Securityholder, the Company, on behalf of each Participating Securityholder, has received and Merger Sub further may continue to receive after the date hereof until the Closing Date (or the earlier termination of this Agreement) from Parent, their Affiliates and their Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding Parent, its Subsidiaries and their respective businesses and operations. The Company, on behalf of each Participating Securityholder, hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that none of the Company or any Participating Securityholder, will have any claim against Parent or any of its Affiliates (including the Company after the Closing) or their respective Representatives, or any other Person, with respect thereto, including as to the accuracy or completeness of any information provided. Accordingly, for the avoidance of doubt, and without in any way limiting the provisions of Section 5.10(a), the Company, on behalf of each Participating Securityholder, hereby acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement: (i) ARTICLE IV, in any Ancillary Agreement and in the Company and Parent Certificate, none of Parent or its Affiliates or their respective Representatives do not make, and have not made, has made or is making any express or implied representation or warranty whatsoeverwith respect to such estimates, express or impliedprojections, whether written or oralforecasts, at law or in equity, relating to the Company, its Subsidiaries, or any of its or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and (ii) no Person has been authorized, expressly or impliedly, by the Company to make any representation or warranty relating to itself, its Subsidiaries, or any of the other matters set forth in the foregoing subforward-clause (i) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company; and (c) Parent and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties or other looking statements or omissions that may have been made by any Person or otherwise occurred (except for the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);business plans.

No Other Representations; Non-Reliance. (a) Each of Parent and Merger Sub (The Company, on behalf of themselves and their respective Affiliates) acknowledges and agrees that it: (i) has had an opportunity to discuss the business of the Company and its Subsidiaries with the Company’s management, (ii) has had reasonable access to personneleach Participating Securityholder, properties, premises and books and records of the Company and its Subsidiaries, and (iii) has conducted its own independent investigation investigation, review and analysis of the Company business, results of operations, prospects, condition (financial or otherwise) or assets of Parent and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of Parent and its Subsidiaries for such purpose. The Company, on behalf of each Participating Securityholder, acknowledges and agrees that: (i) in making its decision to enter into this Agreement and to consummate the Contemplated Transactions, it has relied solely upon its own investigation and the express representations and warranties of Parent set forth in ARTICLE IV (including the related portions of the Listing Statement), in any Ancillary Agreement and in the Parent Certificate and disclaims reliance on any other representations and warranties of any kind or nature express or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities or prospects of Parent and its Subsidiaries, ); and (ii) none of Parent or any of its Subsidiaries or any of their respective businesses and transactions contemplated herebyAffiliates or respective Representatives or any other Person has made any representation or warranty as to the Parent Entities or the accuracy or completeness of any information regarding the Parent Entities furnished or made available to the Company, on behalf of each Participating Securityholder, except as expressly set forth in ARTICLE IV, the Ancillary Agreements or the Parent Certificate. (b) Each In connection with the due diligence investigation of the Parent Entities by the Company, on behalf of each Participating Securityholder, the Company, on behalf of each Participating Securityholder, has received and Merger Sub further may continue to receive after the date hereof until the Closing Date (or the earlier termination of this Agreement) from Parent, their Affiliates and their Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding Parent, its Subsidiaries and their respective businesses and operations. The Company, on behalf of each Participating Securityholder, hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that none of the Company or any Participating Securityholder, will have any claim against Parent or any of its Affiliates (including the Company after the Closing) or their respective Representatives, or any other Person, with respect thereto, including as to the accuracy or completeness of any information provided. Accordingly, for the avoidance of doubt, and without in any way limiting the provisions of Section 5.10(a), the Company, on behalf of each Participating Securityholder, hereby acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement: (i) ARTICLE IV, in any Ancillary Agreement and in the Company and Parent Certificate, none of Parent or its Affiliates or their respective Representatives do not make, and have not made, has made or is making any express or implied representation or warranty whatsoeverwith respect to such estimates, express or impliedprojections, whether written or oralforecasts, at law or in equity, relating to the Company, its Subsidiaries, or any of its or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and (ii) no Person has been authorized, expressly or impliedly, by the Company to make any representation or warranty relating to itself, its Subsidiaries, or any of the other matters set forth in the foregoing subforward-clause (i) in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by the Company; and (c) Parent and Merger Sub each specifically disclaims that it is relying upon or has relied upon any representations or warranties or other looking statements or omissions that may have been made by any Person or otherwise occurred (except for the representations and warranties expressly set forth in this Agreement), and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any such representation or warranty or other statement or omission (except for the representations and warranties expressly set forth in this Agreement);business plans.