Common use of No Other Representations or Warranties; No Reliance Clause in Contracts

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV‎III, none of Parent, Purchaser or neither Seller nor any other Person on behalf of Parent or Purchaser Seller has made, and Parent and Purchaser each Seller hereby expressly disclaims and negates negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates Company or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of - 37 - Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article ‎IV, neither Parent, Purchaser nor any other Person on behalf of Parent or Purchaser has made or makes, and Seller has not relied upon, any representation or warranty, whether express or implied, with respect to Parent, Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its representatives by or on behalf of Parent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Seller acknowledges and agrees that neither Seller Parent, Purchaser nor any other Person on behalf of Seller Parent or Purchaser has made or makes, and Parent and Purchaser have Seller has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Seller or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller Parent, Purchaser or its their respective Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to ParentSeller, Purchaser, their its Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.. ARTICLE IV

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IVIII, none of Parent, Purchaser or neither Seller nor any other Person on behalf of Parent or Purchaser Seller has made, and Parent and Purchaser each Seller hereby expressly disclaims and negates negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates the Companies, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article IV, neither Parent, Purchaser nor any other Person on behalf of Parent or Purchaser has made or makes, and Seller has not relied upon, any representation or warranty, whether express or implied, with respect to Parent, Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its representatives by or on behalf of Parent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Seller acknowledges and agrees that neither Seller Parent, Purchaser nor any other Person on behalf of Seller Parent or Purchaser has made or makes, and Parent and Purchaser have Seller has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Seller or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller Parent, Purchaser or its their respective Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to ParentSeller, Purchaser, their its Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its representatives Representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article Article III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives its Representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation presentation, information made available in any electronic data room and maintained by or on behalf of Seller, or in any other information made available to Parent, Purchaser, their its Affiliates or any of their respective representatives its Representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. (a) Except for the representations and warranties expressly set forth contained in this ‎Article IVArticle III, none of Parent, Purchaser the Sellers or any other Person or entity on behalf of Parent the Sellers has made or Purchaser has mademakes any representation or warranty, and Parent and Purchaser each hereby expressly disclaims and negates any other whether express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) implied, with respect to Parentthe Sellers, Purchaserthe Transferred Companies, their respective Affiliates the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations the Sellers. None of the Sellers or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person or entity on behalf of Seller the Sellers has made or makes, and Parent and Purchaser have not relied upon, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to ParentPurchaser, Purchaser its Affiliates or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller any of the Sellers, the Transferred Companies or the Business, whether or not included in any management presentation. Notwithstanding anything to the contrary in this Agreement, none of the Sellers or any other Person or entity on behalf of the Sellers has made or makes any representation or warranty, whether express or implied, with respect to the Excluded Assets or the Excluded Liabilities. (b) Sellers, on behalf of themselves and their Affiliates, acknowledge and agree that except for the representations and warranties contained in Article IV, neither Purchaser nor any other Person or entity on behalf of Purchaser has made or makes, and Sellers and their Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Purchaser, its Affiliates or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Sellers or their Affiliates or any of the foregoingtheir representatives by or on behalf of Purchaser. Sellers acknowledge and agree, on behalf of themselves and their Affiliates, that neither Purchaser nor any other Person or entity on behalf of Purchaser has made or makes, and Sellers and their Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Sellers or their Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Purchaser or its Affiliates, whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimedpresentation.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article IIIArticle III and Article IV, neither Seller nor none of Parent, any other Seller, any other member of the Parent Group, any Affiliate thereof, or any other Person on behalf of Seller any of the foregoing, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates the Sellers, the Transferred Entities, the Transferred Assets, or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilitiesLiabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or its Affiliates any of their representatives respective Representatives by or on behalf of any Seller, and that any such representations other member of the Parent Group or warranties are expressly disclaimedany Affiliate or any Representative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of Parent, any other Seller, any other member of the Parent Group, any Affiliate thereof, or any other Person on behalf of Seller any of the foregoing, has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing)Sellers, whether the Transferred Entities, the Transferred Assets, any Affiliates thereof or the Business. None of the foregoing shall not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimedlimit claims based on Fraud.

No Other Representations or Warranties; No Reliance. Except for Purchaser, on its own behalf and on behalf of its Affiliates, acknowledges and agrees that it has relied exclusively on the representations and warranties expressly set forth of Seller contained in this ‎Article IV, none of Parent, Purchaser Article III or any other Person on behalf of Parent or Purchaser has made, Article IV and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties of Seller contained in ‎Article IIIArticle III or Article IV, neither none of Seller nor or any Affiliate thereof, or any other Person or entity on behalf of Seller or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to the Business, Seller, its Affiliates the Transferred Entities, or any matter relating to any of them, including their respective Affiliates, businesses, affairs, assets, liabilitiesLiabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information (or any omissions therefrom) provided or made available to Parent, Purchaser or its Affiliates any of their representatives respective Representatives by or on behalf of Seller, and that Seller or any such representations Affiliate or warranties are expressly disclaimedRepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither none of Seller nor or any Affiliate thereof, or any other Person on behalf of Seller or any Affiliate thereof, has made or makes, and Parent Purchaser has not relied, and Purchaser have will not relied rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to ParentPurchaser, Purchaser its Affiliates or any of their representatives respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of Seller, the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates Transferred Entities or any of their respective representatives Affiliates thereof or any other Person, and that any such representations or warranties are expressly disclaimedthe Business.

No Other Representations or Warranties; No Reliance. Except Purchaser (on behalf of itself, the Equity Investors and their respective Affiliates and Representatives) acknowledges and agrees that except for the representations and warranties expressly set forth of Seller contained in this ‎Article IVArticle III (and the certificate delivered pursuant to Section 8.2(c)), none of ParentSeller, Purchaser any of its Affiliates or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Seller nor any other Person on behalf of Seller Affiliate has made or makes, and Parent Purchaser, the Equity Investors and Purchaser their respective Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to the Business, Seller, its Affiliates the Transferred Entities or any matter relating to any of themtheir Affiliates, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to ParentPurchaser, Purchaser the Equity Investors or any of their representatives respective Affiliates or Representatives by or on behalf of SellerSeller or any of its Affiliates. Purchaser (on behalf of itself, the Equity Investors and that any such representations or warranties are expressly disclaimed. Each of Parent their respective Affiliates and Purchaser Representatives) further acknowledges and agrees that neither Seller nor none of Seller, any of its Affiliates or any other Person on behalf of Seller or any such Affiliate has made or makes, and Parent Purchaser, the Equity Investors and Purchaser their respective Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, forecasts or estimates or budgets made available to ParentPurchaser, Purchaser the Equity Investors or any of their representatives respective Affiliates or Representatives of future revenues, future expenses, generating capacity, results of operations (or any component thereof)operations, future cash flows or future flows, financial condition (or any component thereofof any of the foregoing) of Seller or any of its Affiliates or the Business. Purchaser (including on behalf of itself, the reasonableness Equity Investors and their respective Affiliates and Representatives) further acknowledges and agrees that none of the assumptions underlying Seller, any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their its Affiliates or any other Person on behalf of Seller or any such Affiliate has made or makes, and Purchaser, the Equity Investors and their respective representatives Affiliates and Representatives have not relied upon, any representation or any other Personwarranty, and that any such representations whether express or warranties are expressly disclaimedimplied, with respect to the Excluded Assets or the Excluded Liabilities.

No Other Representations or Warranties; No Reliance. Except for Purchaser acknowledges and agrees that the only representations and warranties expressly set forth in this ‎Article IVmade by Parent or any of its Affiliates, none of Parent, Purchaser or any other Person or entity on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or PurchaserAffiliates are the ones expressly set forth in Article III, and any such representations or warranties are expressly disclaimed. Each of Parent Purchaser and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates Parent, the Transferred Entities or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or any of their representatives its Representatives by or on behalf of Seller, and that Parent or any such representations or warranties are expressly disclaimedRepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller any of Parent, the Transferred Entities or any Affiliates thereof or the Business or with respect to any future Environmental Laws. Purchaser acknowledges and agrees that none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Parent or any Affiliate thereof, has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to the Carrier Assets or the Carrier Liabilities. Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates shall have any claim or cause of action under any theory of law (including the reasonableness of the assumptions underlying whether based in tort, contract or otherwise) against Parent or any of the foregoing), whether or not included in its Affiliates relating to any management presentation or in any other information made available representations and warranties as to Parent, Purchaser, their Affiliates or any of their respective representatives its Affiliates, the Business or any the transactions contemplated by this Agreement other Person, than in the case of Fraud and that any such only with respect to the representations or and warranties are expressly disclaimedset forth in Article III.

No Other Representations or Warranties; No Reliance. Except Purchaser (on behalf of itself and its Affiliates and Representatives) acknowledges and agrees that except for the representations and warranties expressly set forth of Seller contained in this ‎Article IVArticle 3, none of ParentSeller, Purchaser any of its Affiliates or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Seller nor any other Person on behalf of Seller Affiliate has made or makes, and Parent Purchaser and Purchaser its Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to the Business, Seller, its Affiliates the Transferred Entities or any matter relating to any of themtheir Affiliates, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or any of their representatives its Affiliates or Representatives by or on behalf of Seller, Seller or any of its Affiliates. Purchaser (on behalf of itself and that any such representations or warranties are expressly disclaimed. Each of Parent its Affiliates and Purchaser Representatives) further acknowledges and agrees that neither except for the representations and warranties of Seller nor contained in Article 3, none of Seller, any of its Affiliates or any other Person on behalf of Seller or any such Affiliate has made or makes, and Parent Purchaser and Purchaser its Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives its Affiliates or Representatives of future revenues, future expenses, generating capacity, results of operations (or any component thereof)operations, future cash flows or future flows, financial condition (or any component thereofof any of the foregoing) of Seller or any of its Affiliates or the Business. Purchaser (including the reasonableness on behalf of the assumptions underlying itself and its Affiliates and Representatives) further acknowledges and agrees that none of Seller, any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their its Affiliates or any other Person on behalf of their respective representatives Seller or any other Personsuch Affiliate has made or makes, and that Purchaser and its Affiliates and Representatives have not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Retained Businesses.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IVIII, none of Parent, Purchaser or neither Seller nor any other Person on behalf of Parent or Purchaser Seller has made, and Parent and Purchaser each Seller hereby expressly disclaims and negates negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates the Companies, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article IV, neither Parent, Purchaser nor any other Person on behalf of Parent or Purchaser has made or makes, and Seller has not relied upon, any representation or warranty, whether express or implied, with respect to Parent, Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its representatives by or on behalf of Parent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Seller acknowledges and agrees that neither Seller Parent, Purchaser nor any other Person - 33 - on behalf of Seller Parent or Purchaser has made or makes, and Parent and Purchaser have Seller has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Seller or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller Parent, Purchaser or its their respective Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to ParentSeller, Purchaser, their its Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.. ARTICLE IV

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Merger Sub acknowledges and agrees that, except for the representations and warranties contained in ‎Article IIIArticle 3 and in any other document, neither Seller nor agreement or instrument delivered by the Company pursuant to this Agreement, none of the Company or any other Person acting on behalf of Seller the Company has made or makes, and neither Parent and Purchaser have not nor Merger Sub has relied uponon, any representation or warranty, whether express or implied, with respect to Sellerthe Company, its Affiliates Subsidiaries or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser Merger Sub or any of their respective representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimedthe Company. Each of Parent and Purchaser Merger Sub acknowledges and agrees that that, except for the representations and warranties contained in Article 3 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, neither Seller the Company nor any other Person acting on behalf of Seller the Company has made or makes, and neither Parent and Purchaser have not nor Merger Sub has relied uponon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Merger Sub or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller the Company or any of its Affiliates (including Subsidiaries. Each of Parent and Merger Sub acknowledges and agrees that, except for the reasonableness representations and warranties contained in Article 3 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, neither the Company nor any other Person acting on behalf of the assumptions underlying Company has made or makes, and neither Parent nor Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to the Company. For the avoidance of doubt, the foregoing shall not limit or modify any of the foregoing), whether or not included in any management presentation or in any other information made available representations and warranties of the parties to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimedthe Voting Agreements as set forth therein.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.. ARTICLE V ADDITIONAL AGREEMENTS 5.1

No Other Representations or Warranties; No Reliance. (a) Except for the representations and warranties expressly set forth made by Seller Parent or any of its Subsidiaries in Article II, in any other Transaction Document or in any certificate delivered pursuant to this ‎Article IVAgreement or any other Transaction Document, none of Seller Parent, Purchaser the Sellers, the Business Companies or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates makes any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Seller Parent, Purchaserthe Sellers, the Business Companies or their respective Affiliates or any matter relating to any of thembusinesses (including the Business), including their respective businessesoperations, affairsproperties, assets, liabilities, condition (financial condition or results of operationsotherwise) or prospects, or with respect any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding Seller Parent, the Sellers, the Business Companies or the Business, notwithstanding the delivery or disclosure to the accuracy or completeness of any other information provided to Seller Buyer or any of its representatives by Representatives of any documentation, forecasts or on behalf other information with respect to any one or more of Parent the foregoing. Without limiting the generality of the foregoing, none of Seller Parent, the Sellers, the Business Companies or Purchaserany other Person makes or has made any express or implied representation or warranty to Buyer or any of its Representatives with respect to (i) any financial projection, and any such representations forecast, estimate, budget or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees thatprospective information relating to Seller Parent, the Sellers or the Business Companies or their respective businesses (including the Business), operations, properties, assets, liabilities, condition (financial or otherwise) or prospects or (ii) except for the representations and warranties contained made by Seller Parent or any of its Subsidiaries in ‎Article IIIArticle II, neither in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document, any oral or written information presented to Buyer or any of its Representatives in the course of their due diligence investigation of the Business Companies and the Business, the negotiation of this Agreement and the other Transaction Documents or the course of the Transactions. None of Seller nor Parent, the Sellers, the Business Companies or any other Person on behalf will have or be subject to any liability or other obligation to Buyer or any of its Representatives or any other Person resulting from the consummation of the Transactions or the use by Buyer or any of its Representatives of any such information, including information, documents, projections, forecasts or other material provided to Buyer or any of its Representatives in any “data rooms”, teaser, confidential information memorandum or management presentations in connection with the Transactions, unless any such information is expressly and specifically included in a representation or warranty made by Seller Parent or any of its Subsidiaries in Article II, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document and then only as expressly provided in this Agreement, such other Transaction Document or such certificate. Each of Seller has made or makesParent, the Sellers and Parent the Business Companies disclaims any and Purchaser have not relied upon, any representation or warrantyall other representations and warranties, whether express or implied, and Buyer expressly disclaims reliance on any such other representations or warranties. (b) In connection with respect to Sellerthe investigation by Buyer of the Business, Seller Parent, the Sellers and the Business Companies have provided Buyer and its Affiliates or any matter Representatives with certain projections and other forecasts, including projected financial statements, cash flow items and other data relating to any of the Business Companies and the Business, and certain business plan information therefor. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, including their respective businessesthat Buyer is familiar with such uncertainties, affairs, assets, liabilities, financial condition or results that Xxxxx is taking full responsibility for making its own evaluation of operations, or with respect the adequacy and accuracy of all projections and other forecasts and plans so furnished to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Sellerit, and that Buyer and its Representatives shall have no claim against any such representations or warranties are expressly disclaimedPerson with respect thereto. Each of Parent and Purchaser Accordingly, Xxxxx acknowledges and agrees that neither Seller nor any other Person on behalf none of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives of future revenuesthe Sellers, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates Business Companies or any of their respective representatives Representatives has made any representation or warranty with respect to such projections and other forecasts and plans, and Buyer expressly disclaims reliance on any representation or warranty with respect to such projections or other forecasts or plans. (c) Notwithstanding anything to the contrary herein or in the other Transaction Documents, it is the explicit intent of the Parties that none of Seller Parent, the Sellers or the Business Companies is making any representation or warranty whatsoever, express or implied, beyond those expressly and specifically given by Seller Parent or any of its Subsidiaries in Article II, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other PersonTransaction Document, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Acquired Equity Interests or the Transferred Assets, and Buyer expressly disclaims reliance on any representation or warranty beyond those of Seller Parent or any of its Subsidiaries expressly and specifically given in Article II, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document. (d) In furtherance of the foregoing, Buyer acknowledges and represents that it is not relying on any such representation or warranty of Seller Parent, the Sellers or the Business Companies other than those representations and warranties of Seller Parent or any of its Subsidiaries expressly and specifically set forth in Article II, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document. Buyer acknowledges that it is a sophisticated purchaser and has conducted to its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Business Companies and the Business and the nature and condition of the Transferred Assets and Assumed Liabilities and, in making the determination to proceed with the Transactions, has relied solely on the results of its own independent investigation and the representations and warranties are of Seller Parent or any of its Subsidiaries expressly disclaimedand specifically set forth in Article II, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser The Company acknowledges and agrees that, except for the representations and warranties contained in ‎Article IIIArticle 4 or in any other Transaction Document, neither Seller nor none of Parent, Merger Sub or any other Person acting on behalf of Seller Parent or Merger Sub has made or makes, and Parent and Purchaser have the Company has not relied uponon, any representation or warranty, whether express or implied, with respect to SellerParent, its Affiliates Merger Sub, their respective Subsidiaries or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser the Company or any of their its representatives by or on behalf of Seller, and that any such representations Parent or warranties are expressly disclaimedMerger Sub. Each of Parent and Purchaser The Company acknowledges and agrees that neither Seller nor that, except for the representations and warranties contained in Article 4 or in any other Transaction Document, none of Parent, Merger Sub or any other Person acting on behalf of Seller Parent or Merger Sub has made or makes, and Parent and Purchaser have the Company has not relied uponon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser the Company or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, PurchaserMerger Sub, their Affiliates or any of their respective representatives Subsidiaries. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 4 or in any other PersonTransaction Document, none of Parent, Merger Sub nor any Person acting on behalf of Parent or Merger Sub has made or makes, and that the Company has not relied on, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to Parent or Merger Sub.

No Other Representations or Warranties; No Reliance. Except for Purchaser acknowledges and agrees that they have relied exclusively on the representations and warranties expressly set forth of Seller contained in this ‎Article Article III or Article IV, none of Parent, Purchaser the Ancillary Agreements or any other Person on behalf of Parent or Purchaser has made, certificates delivered hereunder and Parent thereunder and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties of Seller contained in ‎Article IIIArticle III or Article IV the Ancillary Agreements and any certificates delivered hereunder and thereunder, neither none of Seller nor or any Affiliate thereof, or any other Person or entity on behalf of Seller or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to the Business, Seller, its Affiliates the Transferred Entities, or any matter relating to any of them, including their respective Affiliates, businesses, affairs, assets, liabilitiesLiabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information (or any omissions therefrom) provided or made available to Parent, Purchaser or its Affiliates any of their representatives respective Representatives by or on behalf of Seller, and that Seller or any such representations Affiliate or warranties are expressly disclaimedRepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither none of Seller nor or any Affiliate thereof, or any other Person on behalf of Seller or any Affiliate thereof, has made or makes, and Parent Purchaser has not relied, and Purchaser have will not relied rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser and its Affiliates or any of their representatives respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of Seller, the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates Transferred Entities or any of their respective representatives Affiliates thereof or any other Person, and that any such representations or warranties are expressly disclaimedthe Business.

No Other Representations or Warranties; No Reliance. (a) Except for the representations and warranties expressly set forth contained in this ‎Article IVArticle III, none of Parent, Purchaser or neither the Sellers nor any other Person or entity on behalf of Parent the Sellers has made or Purchaser has mademakes any representation or warranty, and Parent and Purchaser each hereby expressly disclaims and negates any other whether express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) implied, with respect to Parent, Purchaserthe Sellers, their respective Affiliates Affiliates, the Business, or any matter relating to any of them, including their respective businesses, affairs, assets, liabilitiesLiabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Seller the Purchaser, their Affiliates or any of its representatives their Representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimedthe Sellers. Each of Parent and Purchaser acknowledges and agrees that, except for Neither the representations and warranties contained in ‎Article III, neither Seller Sellers nor any other Person on behalf of Seller has the Sellers have made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parentthe Purchaser, Purchaser their Affiliates or any of their representatives Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller any of the Sellers, their Affiliates or its the Business, whether or not included in any management presentation. (b) The Sellers, on behalf of themselves and their Affiliates, acknowledge and agree that, except for the representations and warranties contained in Article IV, neither the Purchaser nor any other Person or entity on behalf of the Purchaser has made or makes, and the Sellers and their Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to the Purchaser, their Affiliates or their respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying any such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of the foregoing), whether or not included in any management presentation or in any other information provided or made available to Parent, Purchaser, the Sellers or their Affiliates or any of their respective representatives Representatives by or any other Person, and that any such representations or warranties are expressly disclaimedon behalf of the Purchaser.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each (a) Buyer hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, that except for the representations and warranties contained in ‎Article III, neither Seller nor or which are expressly made in any Transaction Document, none of Parent, any of the Business Companies, any of the Subsidiary Transferors or any of their respective Affiliates makes or has made any representations or warranties, express or implied, and Buyer hereby expressly disclaims reliance on any other Person representations or warranties, express or implied, whether made by Parent, any of the Business Companies, any of the Subsidiary Transferors or any of their respective Affiliates, with respect to the Business, any Parent Entity, any Business Company, the Shares, the Transferred Assets, this Agreement, any Transaction Document or any of the transactions contemplated hereby or thereby. (b) Buyer hereby agrees that, except to the extent of any express representations and warranties set forth in ‎Article III or in any Transaction Document, to the fullest extent permitted by Law, none of Parent, any of the Business Companies, any of the Subsidiary Transferors or any of their respective Affiliates shall have any responsibility or liability whatsoever to Buyer or any of its Affiliates on any basis (including in contract or tort, under applicable securities Laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or other Representatives (or any omissions therefrom), including, for the avoidance of doubt, any “management presentation”, any “data room”, any “quality of earnings” or “separation” report, any “due diligence session” or any other information made available to Buyer or any of its Affiliates or other Representatives (including any information which may have been incomplete, made in summary fashion or that was preliminary in nature). (c) In connection with Xxxxx’s investigation of the Business, Xxxxx has received from or on behalf of Seller Parent various forward-looking statements or pro forma financial information regarding the Business and the Business Companies (including estimates, assumptions, projections, forecasts and plans, as applicable) (collectively, the “Forward-Looking Statements”). Buyer acknowledges and agrees (i) there are uncertainties inherent in attempting to make the Forward-Looking Statements, (ii) Buyer is familiar with such uncertainties and (iii) none of Parent, any of the Business Companies or any of their respective Affiliates makes or has made made, directly or makes, and Parent and Purchaser have not relied uponindirectly, any representation or warranty, whether express or implied, with respect to Seller(and Buyer is not relying on any representations and warranties, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or to) any of their representatives of future revenues, future results of operations (the Forward-Looking Statements or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any Forward-Looking Statement. (x) Xxxxx hereby acknowledges and agrees that Xxxxx has conducted its own independent investigation, review and analysis of the foregoingBusiness and the operations, condition (financial or otherwise), assets, liabilities and prospects of the Business Companies, to the extent Buyer deemed necessary and appropriate for Buyer to make a reasonably informed decision with respect to whether to enter into this Agreement and to consummate the transactions contemplated by this Agreement. Buyer hereby acknowledges and agrees that it and its Affiliates and other Representatives have been permitted full and complete access to the books and records, personnel, facilities and other properties and assets of the Business Companies and the Business that any of them has desired or not included requested to see or review. Buyer hereby acknowledges and agrees that it and its Affiliates and other Representatives have had a full opportunity to meet with the directors, officers and employees of the Business Companies and the Business to discuss the Business Companies and the Business. (e) It is the explicit intent of Buyer that, should the Closing occur, Buyer shall acquire the Business and the Business Companies (including the Shares and the Transferred Assets) without any representation or warranty as to merchantability or fitness for any particular purpose, in any management presentation an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in ‎Article III or in any other information made available Transaction Document. (f) Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that no provision of this Agreement is intended to eliminate or limit Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed’s remedies with respect to Fraud.

No Other Representations or Warranties; No Reliance. Except for Purchaser acknowledges and agrees that the only representations and warranties expressly set forth in this ‎Article IVmade by Parent or any of its Affiliates, none of Parent, Purchaser or any other Person or entity on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by Affiliates, are the ones expressly set forth in Article III or on behalf of Parent or Purchaserthe Ancillary Agreements, and any such representations or warranties are expressly disclaimed. Each of Parent Purchaser and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates Parent, the Transferred Entities or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or any of their representatives its Representatives by or on behalf of Seller, and that Parent or any such representations or warranties are expressly disclaimedRepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor that, except as expressly set forth in Article III or the Ancillary Agreements, none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates the Transferred Entities or any Affiliates thereof or the Business or with respect to any future Environmental Laws. Purchaser acknowledges and agrees that none of their respective representatives Parent or any Affiliate thereof, or any other PersonPerson or entity on behalf of Parent or any Affiliate thereof, has made or makes, and that Purchaser has not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Carrier Assets or the Carrier Liabilities.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth contained in this ‎Article Article IV, none of Parent, Purchaser or (i) neither the Company nor any other Person or entity on behalf of Parent the Company has made or Purchaser has mademakes any representation or warranty, and Parent and Purchaser each hereby expressly disclaims and negates any other whether express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) implied, with respect to Parentthe Company, Purchaserits Affiliates, their respective Affiliates its business or operations, or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Seller VSAC, its Affiliates or any of its representatives Representatives by or on behalf of Parent or Purchaserthe Company, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for (ii) neither the representations and warranties contained in ‎Article III, neither Seller Company nor any other Person on behalf of Seller the Company has made or makes, and Parent and Purchaser have not relied upon, makes any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, VSAC with respect to any projections, forecasts, estimates or budgets made available to ParentVSAC, Purchaser their Affiliates or any of their representatives Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller any of the Company, its Affiliates or its business, whether or not included in any management presentation. The Company, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations and warranties contained in Article III, neither VSAC nor any other Person or entity on behalf of VSAC has made or makes, and the Company and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to VSAC, its Affiliates or its respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying any such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of the foregoing), whether or not included in any management presentation or in any other information provided or made available to Parent, Purchaser, their the Company or its Affiliates or any of their respective representatives Representatives by or any other Person, and that any such representations or warranties are expressly disclaimedon behalf of VSAC.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III‎III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are - 40 - expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of their respective representatives or any other Person, and that any such representations or warranties are expressly disclaimed.. ARTICLE V ADDITIONAL AGREEMENTS 5.1

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, that except for the representations and warranties of the Sellers contained in ‎Article Article III, neither Seller the certificate delivered in accordance with Section 8.2(d) and the Ancillary Agreements, none of the Sellers nor any Affiliate thereof, nor any other Person or entity on behalf of Seller the Sellers or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates the Sellers, the Transferred Entities or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or its Affiliates any of their respective representatives by or on behalf of Seller, and that the Sellers or any such representations Affiliate or warranties are expressly disclaimedrepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of the Sellers or any Affiliate thereof, or any other Person or entity on behalf of Seller the Sellers or any Affiliate thereof, has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing)Sellers, whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates the Transferred Entities or any of their respective representatives Affiliates thereof or any other Person, and that any such representations or warranties are expressly disclaimedthe Business.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IVArticle III, none of Parent, Purchaser or neither Seller nor any other Person on behalf of Parent or Purchaser Seller has made, and Parent and Purchaser each Seller hereby expressly disclaims and negates negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to ParentSeller, Purchaserthe Company, their respective Affiliates the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided made available to Seller Purchaser or any of its representatives Representatives by or on behalf of Parent or PurchaserSeller, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Seller acknowledges and agrees that, except for the representations and warranties contained in ‎Article IIIArticle IV, neither Seller Purchaser nor any other Person on behalf of Seller Purchaser has made or makes, and Parent and Purchaser have Seller has not relied upon, any representation or warranty, whether express or implied, with respect to SellerPurchaser, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available provided or otherwise furnished to Parent, Purchaser Seller or any of their representatives its Representatives by or on behalf of SellerPurchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Seller acknowledges and agrees that neither Seller Purchaser nor any other Person on behalf of Seller Purchaser, has made or makes, and Parent and Purchaser have Seller has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available provided or otherwise furnished to Parent, Purchaser Seller or any of their representatives its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller Purchaser or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available provided or otherwise furnished to ParentSeller, Purchaser, their its Affiliates or any of their respective representatives its Representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained of Parent expressly set forth in ‎Article IIIArticle III and the Ancillary Agreements, neither Seller nor none of Parent or any Affiliate thereof, or any other Person on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates Parent, the Sellers, the Transferred Entities or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or its Affiliates any of their respective representatives by or on behalf of Seller, and that Parent or any such representations Affiliate or warranties are expressly disclaimedrepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates the Transferred Entities or any Affiliates thereof or the Business. Purchaser acknowledges and agrees that none of their respective representatives Parent or any Affiliate thereof, or any other PersonPerson or entity on behalf of Parent or any Affiliate thereof, has made or makes, and that Purchaser has not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Retained Business.

No Other Representations or Warranties; No Reliance. (a) Except for the representations and warranties expressly set forth contained in this ‎Article Article IV, none of Parent, neither Purchaser or nor any other Person or entity on behalf of Parent or Purchaser has mademade or makes any representation or warranty, and Parent and Purchaser each hereby expressly disclaims and negates any other whether express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) implied, with respect to Parent, Purchaser, their respective its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser its Affiliates or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimedPurchaser. Each of Parent and Neither Purchaser acknowledges and agrees that neither Seller nor any other Person or entity on behalf of Seller Purchaser has made or makes, and Parent and Purchaser have not relied upon, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser its Affiliates or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller any of Purchaser or its Affiliates, whether or not included in any management presentation. (b) Purchaser, on behalf of itself and its Affiliates, acknowledges and agrees that except for the representations and warranties contained in Article III, none of the Sellers or any other Person or entity on behalf of the Sellers has made or makes, and Purchaser and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to the Sellers, the Transferred Companies, the Business or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their representatives by or on behalf of the Sellers. Purchaser, on behalf of itself and its Affiliates, acknowledges and agrees that none of the Sellers or any other Person or entity on behalf of the Sellers has made or makes, and Purchaser and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser or its Affiliates or any of their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of the foregoing)Sellers, the Transferred Companies or the Business, whether or not included in any management presentation or in any other information made available to Parentpresentation. Purchaser acknowledges and agrees, Purchaseron behalf of itself and its Affiliates, their Affiliates or any that none of their respective representatives the Sellers or any other PersonPerson or entity on behalf of the Sellers has made or makes, and that Purchaser and its Affiliates have not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Excluded Assets or the Excluded Liabilities.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth contained in this ‎Article IV, none of Parent, Purchaser or neither the Company nor any other Person or entity on behalf of Parent the Company has made or Purchaser has mademakes any representation or warranty, and Parent and Purchaser each hereby expressly disclaims and negates any other whether express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) implied, with respect to Parentthe Company, Purchaserits Affiliates, their respective Affiliates its business or operations, or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Seller Moringa, its Affiliates or any of its representatives Representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimedthe Company. Each of Parent and Purchaser acknowledges and agrees that, except for Neither the representations and warranties contained in ‎Article III, neither Seller Company nor any other Person on behalf of Seller the Company has made or makes, and Parent and Purchaser have not relied upon, makes any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, Moringa with respect to any projections, forecasts, estimates or budgets made available to ParentMoringa, Purchaser its Affiliates or any of their representatives Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller any of the Company, its Affiliates or its or their respective businesses, whether or not included in any management presentation. The Company, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Moringa nor any other Person or entity on behalf of Moringa has made or makes, and the Company and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Moringa, its Affiliates or its or their respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying any such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of the foregoing), whether or not included in any management presentation or in any other information provided or made available to Parent, Purchaser, their the Company or its Affiliates or any of their respective representatives Representatives by or any other Person, and that any such representations or warranties are expressly disclaimedon behalf of Moringa.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties of Parent contained in ‎Article IIIArticle III and in any certificate delivered pursuant to Section 8.2(c), neither Seller nor none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser Purchaser’s Affiliates, as applicable, have not relied upon, any representation or warranty, whether express or implied, with respect to the Business, Parent, Seller, its Affiliates the Company or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or its applicable Affiliates or any of their respective representatives by or on behalf of Seller, and that Parent or any such representations Affiliate or warranties are expressly disclaimedrepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser Purchaser’s applicable Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller any of Parent, the Company or its any Affiliates thereof or their respective businesses (including the reasonableness Business). Purchaser acknowledges and agrees that none of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates Parent or any of their respective representatives Affiliate thereof, or any other PersonPerson or entity on behalf of Parent or any Affiliate thereof, has made or makes, and that Purchaser has not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Retained Business.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained of Parent expressly set forth in ‎Article IIIArticle III and in any certificate delivered pursuant to Section 8.2(c), neither Seller nor none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates the Sellers, the Transferred Entities or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or its Affiliates any of their respective representatives by or on behalf of Seller, and that Parent or any such representations Affiliate or warranties are expressly disclaimedRepresentative thereof. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Seller Parent or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates the Transferred Entities or any Affiliates thereof or the Business. Purchaser acknowledges and agrees that none of their respective representatives Parent or any Affiliate thereof, or any other PersonPerson or entity on behalf of Parent or any Affiliate thereof, has made or makes, and that Purchaser have not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Retained Business.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth contained in this ‎Article Article IV, none of Parent, Purchaser or neither the Company nor any other Person or entity on behalf of Parent the Company has made or Purchaser has mademakes any representation or warranty, and Parent and Purchaser each hereby expressly disclaims and negates any other whether express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) implied, with respect to Parentthe Company, Purchaserits Affiliates, their respective Affiliates its business or operations, or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Seller ITAC, its Affiliates or any of its representatives Representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimedthe Company. Each of Parent and Purchaser acknowledges and agrees that, except for Neither the representations and warranties contained in ‎Article III, neither Seller Company nor any other Person on behalf of Seller the Company has made or makes, and Parent and Purchaser have not relied upon, makes any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, ITAC with respect to any projections, forecasts, estimates or budgets made available to ParentITAC, Purchaser their Affiliates or any of their representatives Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller any of the Company, its Affiliates or its business, whether or not included in any management presentation. The Company, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations and warranties contained in Article III, neither ITAC nor any other Person or entity on behalf of ITAC has made or makes, and the Company and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to ITAC, its Affiliates or its respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying any such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of the foregoing), whether or not included in any management presentation or in any other information provided or made available to Parent, Purchaser, their the Company or its Affiliates or any of their respective representatives Representatives by or any other Person, and that any such representations or warranties are expressly disclaimedon behalf of ITAC.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth contained in this ‎Article Article IV, none of Parent, Purchaser or (i) neither the Company nor any other Person or entity on behalf of Parent the Company has made or Purchaser has mademakes any representation or warranty, and Parent and Purchaser each hereby expressly disclaims and negates any other whether express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) implied, with respect to Parentthe Company, Purchaserits Affiliates, their respective Affiliates its business or operations, or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Seller PHP, its Affiliates or any of its representatives Representatives by or on behalf of Parent or PurchaserPHP, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for (ii) neither the representations and warranties contained in ‎Article III, neither Seller Company nor any other Person on behalf of Seller the Company has made or makes, and Parent and Purchaser have not relied upon, makes any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, PHP with respect to any projections, forecasts, estimates or budgets made available to ParentPHP, Purchaser their Affiliates or any of their representatives Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller any of the Company, its Affiliates or its business, whether or not included in any management presentation. The Company, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations and warranties contained in Article III, neither PHP nor any other Person or entity on behalf of PHP has made or makes, and the Company and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to PHP, its Affiliates or its respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying any such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of the foregoing), whether or not included in any management presentation or in any other information provided or made available to Parent, Purchaser, their the Company or its Affiliates or any of their respective representatives Representatives by or any other Person, and that any such representations or warranties are expressly disclaimedon behalf of Modulex.

No Other Representations or Warranties; No Reliance. Except Purchaser (on behalf of itself and its Affiliates and Representatives) acknowledges and agrees that except for the representations and warranties expressly set forth of Seller contained in this ‎Article IVArticle III, none of ParentSeller, Purchaser any of its Affiliates or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained in ‎Article III, neither Seller nor any other Person on behalf of Seller Affiliate has made or makes, and Parent Purchaser and Purchaser its Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to the Business, Seller, its Affiliates the Transferred Entities or any matter relating to any of themtheir Affiliates, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or any of their representatives its Affiliates or Representatives by or on behalf of Seller, Seller or any of its Affiliates. Purchaser (on behalf of itself and that any such representations or warranties are expressly disclaimed. Each of Parent its Affiliates and Purchaser Representatives) further acknowledges and agrees that neither Seller nor none of Seller, any of its Affiliates or any other Person on behalf of Seller or any such Affiliate has made or makes, and Parent Purchaser and Purchaser its Affiliates and Representatives have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their representatives its Affiliates or Representatives of future revenues, future expenses, generating capacity, results of operations (or any component thereof)operations, future cash flows or future flows, financial condition (or any component thereofof any of the foregoing) of Seller or any of its Affiliates or the Business. Purchaser (including the reasonableness on behalf of the assumptions underlying itself and its Affiliates and Representatives) further acknowledges and agrees that none of Seller, any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their its Affiliates or any other Person on behalf of their respective representatives Seller or any other Personsuch Affiliate has made or makes, and that Purchaser and its Affiliates and Representatives have not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Excluded Assets or the Excluded Liabilities.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Merger Sub acknowledges and agrees that, except for the representations and warranties contained in ‎Article IIIArticle 3 and in any other document, neither Seller nor agreement or instrument delivered by the Company pursuant to this Agreement, none of the Company or any other Person acting on behalf of Seller the Company has made or makes, and neither Parent and Purchaser have not nor Merger Sub has relied uponon, any representation or warranty, whether express or implied, with respect to Sellerthe Company, its Affiliates Subsidiaries or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser Merger Sub or any of their respective representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimedthe Company. Each of Parent and Purchaser Merger Sub acknowledges and agrees that that, except for the representations and warranties contained in Article 3 and in any other Transaction Document, neither Seller the Company nor any other Person acting on behalf of Seller the Company has made or makes, and neither Parent and Purchaser have not nor Merger Sub has relied uponon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Merger Sub or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller the Company or its Affiliates (including the reasonableness of the assumptions underlying any of its Subsidiaries. Each of Parent and Merger Sub acknowledges and agrees that, except for the foregoing), whether or not included representations and warranties contained in any management presentation or Article 3 and in any other information made available document, agreement or instrument delivered by the Company pursuant to Parentthis Agreement, Purchaser, their Affiliates or any of their respective representatives or neither the Company nor any other PersonPerson acting on behalf of the Company has made or makes, and that neither Parent nor Xxxxxx Sub has relied on, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Company.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, that except for the representations and warranties of the Sellers and their Affiliates contained in ‎Article IIIArticle III and the certificate delivered pursuant to Section 8.3(c), neither Seller nor none of the Sellers or any Affiliate thereof, or any other Person or entity on behalf of Seller the Sellers or any Affiliate thereof, has made or makes, and Parent Purchaser and Purchaser its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Business, its Affiliates the Sellers, the Transferred Entities or any matter relating to any of themAffiliate thereof, including or their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser or any of their its representatives by or on behalf of Sellerthe Sellers. Except for the representations and warranties of the Sellers and their Affiliates contained in Article III and the certificate delivered pursuant to Section 8.3(c), and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor none of the Sellers or any other Person or entity on behalf of Seller the Sellers, has made or makes, and Parent and Purchaser have has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser or any of their its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller or its Affiliates (including the reasonableness of the assumptions underlying any of the foregoingSellers, the Transferred Entities or the Business. Except for the representations and warranties of the Sellers and their Affiliates contained in Article III and the certificate delivered pursuant to Section 8.3(c), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates Purchaser acknowledges and agrees that none of the Sellers or any of their respective representatives Affiliate thereof, or any other PersonPerson or entity on behalf of the Sellers or any Affiliate thereof, has made or makes, and that Purchaser has not relied upon, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Retained Business.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser Merger Sub acknowledges and agrees that, except for the representations and warranties contained in ‎Article IIIArticle 3 and in any other document, neither Seller nor agreement or instrument delivered by the Company pursuant to this Agreement, none of the Company or any other Person acting on behalf of Seller the Company has made or makes, and neither Parent and Purchaser have not nor Merger Sub has relied uponon, any representation or warranty, whether express or implied, with respect to Sellerthe Company, its Affiliates Subsidiaries or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Purchaser Merger Sub or any of their respective representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimedthe Company. Each of Parent and Purchaser Merger Sub acknowledges and agrees that that, except for the representations and warranties contained in Article 3 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, neither Seller the Company nor any other Person acting on behalf of Seller the Company has made or makes, and neither Parent and Purchaser have not nor Merxxx Xxb has relied uponon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, Purchaser Merger Sub or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller the Company or its Affiliates (including the reasonableness of the assumptions underlying any of its Subsidiaries. Each of Parent and Merger Sub acknowledges and agrees that, except for the foregoing), whether or not included representations and warranties contained in any management presentation or Article 3 and in any other information made available document, agreement or instrument delivered by the Company pursuant to Parentthis Agreement, Purchaser, their Affiliates or any of their respective representatives or neither the Company nor any other PersonPerson acting on behalf of the Company has made or makes, and that neither Parent nor Merxxx Xxb has relied on, any such representations representation or warranties are expressly disclaimedwarranty, whether express or implied, with respect to the Company.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth contained in this ‎Article IVSection 4.32, none of Parent, Purchaser or (i) neither the Company nor any other Person or entity on behalf of Parent the Company has made or Purchaser has mademakes any representation or warranty, and Parent and Purchaser each hereby expressly disclaims and negates any other whether express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) implied, with respect to Parentthe Company, Purchaserits Affiliates, their respective Affiliates its business or operations, or any matter relating to any of them, including their respective businesses, affairs, assets, liabilitiesLiabilities, financial condition or condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Seller OceanTech, its Affiliates or any of its representatives Representatives by or on behalf of Parent or Purchaserthe Company, and any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that, except for (ii) neither the representations and warranties contained in ‎Article III, neither Seller Company nor any other Person on behalf of Seller the Company has made or makes, and Parent and Purchaser have not relied upon, makes any representation or warranty, whether express or implied, with respect to Seller, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and that any such representations or warranties are expressly disclaimed. Each of Parent and Purchaser acknowledges and agrees that neither Seller nor any other Person on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied, OceanTech with respect to any projections, forecasts, estimates or budgets made available to ParentOceanTech, Purchaser their Affiliates or any of their representatives Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller any of the Company, its Affiliates or its business, whether or not included in any management presentation. The Company, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations and warranties contained in Article III, OceanTech, nor any other Person or entity on behalf of OceanTech, has made or makes, and the Company and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to OceanTech, its Affiliates or its respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying any such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of the foregoing), whether or not included in any management presentation or in any other information provided or made available to Parent, Purchaser, their the Company or its Affiliates or any of their respective representatives Representatives by or any other Person, and that any such representations or warranties are expressly disclaimedon behalf of OceanTech.