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

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Parent and Merger Sub in this Article IV and in any certificate delivered by Parent or Merger Sub pursuant to this Agreement, none of Parent, Merger Sub or any other Person makes any express or implied representation or warranty with respect to Parent, Merger Sub or any of their respective Affiliates or with respect to any other information provided to the Company or any of its Affiliates or its and their respective Representatives by or on behalf of Parent or any of its Subsidiaries in connection with the Transactions. (b) Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person makes or has made any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or any of its Affiliates or its and their respective Representatives by or on behalf of the Company or any of this Subsidiaries in connection with the Transactions. Each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, acknowledges and agrees that none of the Company, any of its Subsidiaries or any other Person shall have or be subject to any liability or other obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub or any of their respective Representatives, or Parent’s or Merger Sub’s (or such Representatives’) use of, or the accuracy or completeness of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Merger.

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Parent and Merger Sub expressly set forth in this Article IV and in any certificate delivered by Parent or Merger Sub pursuant to this Agreement‎Article ‎III, none of Parent, Merger Sub or neither Seller nor any other Person makes on behalf of Seller has made, and Seller 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 Seller or the 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, Merger Sub Purchaser or any of their respective Affiliates or with respect to any other information provided to the Company or any of its Affiliates or its and their respective Representatives representatives by or on behalf of Parent Seller, and any such representations or any of its Subsidiaries in connection with the Transactions. (b) Parent and Merger Sub each warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties set forth contained in Article III and in any certificate delivered by the Company pursuant to this Agreement‎IV, neither the Company Parent, Purchaser nor any other Person makes on behalf of Parent or Purchaser has made or makes, and Seller has not relied upon, any representation or warranty, whether express or implied representation implied, with respect to Parent, Purchaser, their Affiliates or warranty 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 Company accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its Subsidiaries or with respect to any other information provided to Parent or any of its Affiliates or its and their respective Representatives representatives by or on behalf of the Company Parent or Purchaser, and that any of this Subsidiaries in connection with the Transactionssuch representations or warranties are expressly disclaimed. Each of Parent Seller acknowledges and Merger Subagrees that neither Parent, on its own behalf and Purchaser nor any other Person on behalf of its Affiliates (other than the Company Parent or Purchaser has made or makes, and its Subsidiaries) and its and their respective RepresentativesSeller has not relied upon, disclaims reliance on any representations representation or warranties warranty, whether express or other information provided implied, with respect to them by the Company any projections, forecasts, estimates or budgets made available to Seller or any of its Subsidiaries representatives of future revenues, future results of operations (or its any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, Purchaser or their respective Representatives or Affiliates (including the reasonableness of the assumptions underlying any other Person except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing), each of Parent and Merger Subwhether or not included in any management presentation or in any other information made available to Seller, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, acknowledges and agrees that none of the Company, any of its Subsidiaries or any other Person shall have or be subject to any liability or other obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub or any of their respective Representativesrepresentatives or any other Person, or Parent’s or Merger Sub’s (or such Representatives’) use of, or the accuracy or completeness of, and that any such information, including any information, documents, projections, forecasts representations or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Mergerwarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Parent and Merger Sub expressly set forth in this Article IV and in any certificate delivered by Parent or Merger Sub pursuant to this Agreement‎Article ‎IV, none of Parent, Merger Sub Purchaser or any other Person makes 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, Merger Sub or any of 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 the Company Seller or any of its Affiliates or its and their respective Representatives representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of its Subsidiaries in connection with the Transactions. (b) Parent and Merger Sub each Purchaser acknowledges and agrees that, except for the representations and warranties set forth contained in Article III and in any certificate delivered by the Company pursuant to this Agreement‎Article ‎III, neither the Company Seller nor any other Person makes or on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied representation implied, with respect to Seller, its Affiliates or warranty 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 Company accuracy or completeness of any other information made available to Parent, Purchaser or any of its Subsidiaries or with respect to any other information provided to Parent or any of its Affiliates or its and their respective Representatives representatives by or on behalf of the Company Seller, and that any such representations or any of this Subsidiaries in connection with the Transactionswarranties are expressly disclaimed. Each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, Purchaser acknowledges and agrees that none of the Company, any of its Subsidiaries or neither Seller nor any other Person shall on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or be subject warranty, whether express or implied, with respect to any liability projections, forecasts, estimates or other obligation budgets made available to Parent, Merger Sub 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 Person resulting from the distribution information made available to Parent or Merger Sub Parent, Purchaser, their Affiliates or any of their respective Representativesrepresentatives or any other Person, or Parent’s or Merger Sub’s (or such Representatives’) use of, or the accuracy or completeness of, and that any such information, including any information, documents, projections, forecasts representations or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Mergerwarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Parent and Merger Sub expressly set forth in this Article IV and in any certificate delivered by Parent or Merger Sub pursuant to this Agreement‎‎Article III, none of Parent, Merger Sub or neither Seller nor any other Person makes on behalf of Seller has made, and Seller 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 Seller, the Company, 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, Merger Sub Purchaser or any of their respective Affiliates or with respect to any other information provided to the Company or any of its Affiliates or its and their respective Representatives representatives by or on behalf of Parent Seller, and any such representations or any of its Subsidiaries in connection with the Transactions. (b) Parent and Merger Sub each warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties set forth contained in Article III and in any certificate delivered by the Company pursuant to this Agreement‎Article IV, neither the Company Parent, Purchaser nor any other Person makes on behalf of Parent or Purchaser has made or makes, and Seller has not relied upon, any representation or warranty, whether express or implied representation implied, with respect to Parent, Purchaser, their Affiliates or warranty 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 Company accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its Subsidiaries or with respect to any other information provided to Parent or any of its Affiliates or its and their respective Representatives representatives by or on behalf of the Company Parent or Purchaser, and that any of this Subsidiaries in connection with the Transactionssuch representations or warranties are expressly disclaimed. Each of Seller acknowledges and agrees that neither Parent and Merger Sub, on its own behalf and nor Purchaser nor any other Person on behalf of its Affiliates (other than the Company Parent or Purchaser, has made or makes, and its Subsidiaries) and its and their respective RepresentativesSeller has not relied upon, disclaims reliance on any representations representation or warranties warranty, whether express or other information provided implied, with respect to them by the Company any projections, forecasts, estimates or budgets made available to Seller or any of its Subsidiaries representatives of future revenues, future results of operations (or its any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, Purchaser or their respective Representatives or Affiliates (including the reasonableness of the assumptions underlying any other Person except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing), each of Parent and Merger Subwhether or not included in any management presentation or in any other information made available to Seller, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, acknowledges and agrees that none of the Company, any of its Subsidiaries or any other Person shall have or be subject to any liability or other obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub or any of their respective Representativesrepresentatives or any other Person, or Parent’s or Merger Sub’s (or such Representatives’) use of, or the accuracy or completeness of, and that any such information, including any information, documents, projections, forecasts representations or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Mergerwarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Parent and Merger Sub in this Article IV and in any certificate delivered by Parent or Merger Sub pursuant to this Agreement, none of Parent, Merger Sub or any other Person makes any express or implied representation or warranty with respect to Parent, Merger Sub or any of their respective Affiliates or with respect to any other information provided to the Company or any of its Affiliates or its and their respective Representatives by or on behalf of Parent or any of its Subsidiaries in connection with the Transactions. (b) Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person makes or has made any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or any of its Affiliates or its and their respective Representatives by or on behalf of the Company or any of this Subsidiaries in connection with the Transactions. Each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in this Article III and or in the Ancillary Agreements, none of Purchaser or any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and other Person on behalf of Purchaser has made or shall be deemed to have made, and Purchaser 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 Purchaser, its Affiliates (other than the Company and its Subsidiaries) and its and or any matter relating to any of them, including their respective Representativesbusinesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Sellers or any of its Representatives by or on behalf of Purchaser, and any such representations or warranties are expressly disclaimed. In connection with the due diligence investigation of the Acquired Companies by Purchaser, Purchaser has received and may continue to receive from the Acquired Companies certain projections, forecasts, estimates or budgets made available to 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 Sellers or their Affiliates. Purchaser acknowledges and agrees that none (a) there are uncertainties inherent in attempting to make such projections and other forecasts and plans, (b) Purchaser is familiar with such uncertainties, (c) Purchaser is taking full responsibility for making its own evaluation of the Companyadequacy and accuracy of all projections and other forecasts and plans so furnished it to it, any of its Subsidiaries and (d) except for the representations and warranties contained in Article II or in the Ancillary Agreements, neither Sellers nor any other Person shall have on behalf of Sellers has made or be subject makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to the Acquired Companies, Sellers or their Affiliates or any matter relating to any liability or other obligation to Parentof them, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub or any of including their respective Representativesbusinesses, affairs, assets, liabilities, financial condition or results of operations, or Parent’s or Merger Sub’s (or such Representatives’) use of, or with respect to the accuracy or completeness of, of any such information, including any information, documents, projections, forecasts or other material information made available to Parent Purchaser or Merger Sub in certain “data rooms” any of its Representatives by or management presentations in expectation on behalf of the MergerSellers, and that any such representations or warranties and rights or claims relating thereto are expressly disclaimed.

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Parent and Merger Sub expressly set forth in this Article IV and in any certificate delivered by Parent or Merger Sub pursuant to this Agreement‎‎Article IV, none of Parent, Merger Sub Purchaser or any other Person makes 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, Merger Sub or any of 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 the Company Seller or any of its Affiliates or its and their respective Representatives representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of its Subsidiaries in connection with the Transactions. (b) Parent and Merger Sub each Purchaser acknowledges and agrees that, except for the representations and warranties set forth contained in Article III and in any certificate delivered by the Company pursuant to this AgreementIII, neither the Company Seller nor any other Person makes or on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or warranty, whether express or implied representation implied, with respect to Seller, its Affiliates or warranty 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 Company accuracy or completeness of any other information made available to Parent, Purchaser or any of its Subsidiaries or with respect to any other information provided to Parent or any of its Affiliates or its and their respective Representatives representatives by or on behalf of the Company Seller, and that any such representations or any of this Subsidiaries in connection with the Transactionswarranties are expressly disclaimed. Each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, Purchaser acknowledges and agrees that none of the Company, any of its Subsidiaries or neither Seller nor any other Person shall on behalf of Seller has made or makes, and Parent and Purchaser have not relied upon, any representation or be subject warranty, whether express or implied, with respect to any liability projections, forecasts, estimates or other obligation budgets made available to Parent, Merger Sub 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 Person resulting from the distribution information made available to Parent or Merger Sub Parent, Purchaser, their Affiliates or any of their respective Representativesrepresentatives or any other Person, or Parent’s or Merger Sub’s (or such Representatives’) use of, or the accuracy or completeness of, and that any such information, including any information, documents, projections, forecasts representations or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Mergerwarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Each of Parent and Merger Sub in this Article IV and in any certificate delivered by Parent or Merger Sub pursuant to this Agreement, none of Parent, Merger Sub or any other Person makes any express or implied representation or warranty with respect to Parent, Merger Sub or any of their respective Affiliates or with respect to any other information provided to the Company or any of its Affiliates or its and their respective Representatives by or on behalf of Parent or any of its Subsidiaries in connection with the Transactions. (b) Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties set forth contained in Article III 3 and in any certificate other document, agreement or instrument delivered by the Company pursuant to this Agreement, none of the Company or any other Person acting on behalf of the 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, its Subsidiaries 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 Parent, Merger Sub or any of their respective representatives by or on behalf of the Company. Each of Parent and Merger Sub acknowledges and agrees 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 the Company nor any other Person makes or acting on behalf of the Company has made or makes, and neither Parent nor Merger Sub has relied on, any representation or warranty, whether express or implied representation or warranty implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, 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 the Company or any of its Subsidiaries or with respect to any other information provided to Parent or any of its Affiliates or its and their respective Representatives by or on behalf of the Company or any of this Subsidiaries in connection with the TransactionsSubsidiaries. Each of Parent and Merger SubSub acknowledges and agrees that, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth contained in Article III 3 and in any certificate other document, agreement or instrument delivered by the Company pursuant to this Agreement. Without limiting , neither the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and Company nor any other Person acting on behalf of its Affiliates (other than the Company has made or makes, and its Subsidiaries) and its and their respective Representativesneither Parent nor Merger Sub has relied on, acknowledges and agrees that none of any representation or warranty, whether express or implied, with respect to the Company, any of its Subsidiaries or any other Person shall have or be subject to any liability or other obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub or any of their respective Representatives, or Parent’s or Merger Sub’s (or such Representatives’) use of, or the accuracy or completeness of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Merger.

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Parent and Merger Sub the Transferring Parties in this Article IV II and in any certificate delivered by Parent or Merger Sub any of the Transferring Parties pursuant to this Agreement, none of Parent, Merger Sub the Transferring Parties or any other Person makes any express or implied representation or warranty with respect to Parent, Merger Sub or the Transferring Parties, any of their respective Affiliates or the Transferred Shares or with respect to any other information provided to the Company Acquiror or any of its Affiliates or its and their respective Representatives by or on behalf of Parent Parent, the Transferring Parties or any of its their respective Subsidiaries in connection with the Transactions. (b) Each of Parent and Merger Sub each the Transferring Parties acknowledges and agrees that, except for the representations and warranties set forth in Article III and in any certificate delivered by the Company Acquiror pursuant to this Agreement, neither the Company Acquiror nor any other Person makes or has made any express or implied representation or warranty with respect to the Company Acquiror or any of its Subsidiaries the Equity Consideration or with respect to any other information provided to Parent Parent, the Transferring Parties or any of its their Affiliates or its and their respective Representatives by or on behalf of the Company Acquiror or any of this its respective Subsidiaries in connection with the Transactions. Each of Parent and Merger Subthe Transferring Parties, on its own behalf and on behalf of its Affiliates (other than the Company Acquiror and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or Acquiror, any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company Acquiror pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Subthe Transferring Parties, on its own behalf and on behalf of its Affiliates (other than the Company Acquiror and its Subsidiaries) and its and their respective Representatives, acknowledges and agrees that none of the CompanyAcquiror, any of its Subsidiaries or any other Person shall have or be subject to any liability or other obligation to Parent, Merger Sub Parent or the Transferring Parties or any other Person resulting from the distribution to Parent or Merger Sub the Transferring Parties or any of their respective Representatives, or Parent’s or Merger Sub’s the Transferring Parties’ (or such Representatives’) use of, or the accuracy or completeness of, any such information, including any information, documents, projections, forecasts or other material made available to the Parent or Merger Sub the Transferring Parties in certain “data rooms” or management presentations in expectation of the MergerTransactions.

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Parent and Merger Sub Buyer or any of its Affiliates in this Article IV and III, in any other Transaction Document or in any certificate delivered by Parent or Merger Sub pursuant to this AgreementAgreement or any other Transaction Document, none of Parent, Merger Sub or neither Buyer nor any other Person makes any express or implied representation or warranty with respect to ParentBuyer or its businesses, Merger Sub operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any of their respective Affiliates estimates, projections, forecasts and other forward-looking information or with respect business and strategic plan information regarding Buyer, notwithstanding the delivery or disclosure to any other information provided to the Company or any of its Affiliates or its and their respective Representatives by or on behalf of Seller Parent or any of its Subsidiaries in connection Representatives of any documentation, forecasts or other information with respect to any one or more of the Transactions. (b) Parent and Merger Sub each acknowledges and agrees that, except for foregoing. Without limiting the representations and warranties set forth in Article III and in any certificate delivered by generality of the Company pursuant to this Agreementforegoing, neither the Company Buyer nor any other Person makes or has made any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Seller Parent or any of its Affiliates Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Buyer or its and their respective Representatives by businesses, operations, properties, assets, liabilities, condition (financial or on behalf of the Company otherwise) or any of this Subsidiaries in connection with the Transactions. Each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates prospects or (other than the Company and its Subsidiariesii) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth made by Buyer or any of its Affiliates in Article III and III, in any other Transaction Document or in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoingAgreement or any other Transaction Document, each of any oral or written information presented to Seller Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, acknowledges and agrees that none of the Company, or any of its Subsidiaries Representatives in the course of their due diligence investigation of Buyer, the negotiation of this Agreement and the other Transaction Documents or the course of the Transactions. Neither Buyer nor any other Person shall will have or be subject to any liability or other obligation to Seller Parent, Merger Sub any of its Representatives or any other Person resulting from the distribution to consummation of the Transactions or the use by Seller Parent or Merger Sub or any its Representatives of their respective Representatives, or Parent’s or Merger Sub’s (or such Representatives’) use of, or the accuracy or completeness of, any such information, including any information, documents, projections, forecasts or other material made available provided to Seller Parent or Merger Sub any of its Representatives in certain any “data rooms” ”, teaser, confidential information memorandum or management presentations in expectation connection with the Transactions, unless any such information is expressly and specifically included in a representation or warranty made by Buyer or any of its Affiliates in Article III, 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. Buyer disclaims any and all other representations and warranties, whether express or implied, and Seller Parent expressly disclaims reliance on any such other representations or warranties. (b) In connection with the investigation by Seller Parent of Xxxxx’s business, Xxxxx has provided Seller Parent and its Representatives with certain projections and other forecasts, including projected financial statements, cash flow items and other data relating to Xxxxx’s business, and certain business plan information therefor. Seller Parent acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Parent is familiar with such uncertainties, that Seller Parent is taking full responsibility for making its own evaluation of the Mergeradequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Parent and its Representatives shall have no claim against any Person with respect thereto. Accordingly, Seller Parent acknowledges that neither Buyer nor any of its Representatives has made any representation or warranty with respect to such projections and other forecasts and plans, and Seller Parent 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 Buyer is not making any representation or warranty whatsoever, express or implied, beyond those expressly and specifically given by Buyer or any its Affiliates in Article III, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction 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 Stock Consideration, and Seller Parent expressly disclaims reliance on any representation or warranty beyond those of Buyer or any of its Affiliates expressly and specifically given in Article III, 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, Seller Parent acknowledges and represents that it is not relying on any representation or warranty of Buyer other than those representations and warranties of Buyer or any of its Affiliates expressly and specifically set forth in Article III, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document. Seller Parent 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 Buyer and the nature and condition of its assets and 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 of Buyer or any of its Affiliates expressly and specifically set forth in Article III, 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. (a) Except for the express written representations and warranties made by Parent and Merger Sub in this Article IV and in any certificate delivered by Parent or Merger Sub pursuant to this Agreement, none of Parent, Merger Sub or any other Person makes any express or implied representation or warranty with respect to Parent, Merger Sub or any of their respective Affiliates or with respect to any other information provided to the Company or any of its Affiliates or its and their respective Representatives by or on behalf of Parent or any of its Subsidiaries in connection with the Transactions. (b) Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person makes or has made any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent Parent, Merger Sub or any of its their respective Affiliates or its and their respective Representatives by or on behalf of the Company or any of this Subsidiaries in connection with the Transactions. Each of Parent and Merger Sub, on its own behalf and on behalf of its their Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, acknowledges and agrees that none of the Company, any of its Subsidiaries or any other Person shall have or be subject to any liability or other obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub or any of their respective Representatives, or Parent’s or Merger Sub’s (or such their Representatives’) use of, or the accuracy or completeness of, any such representations or warranties or other information, except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement, including any such information, documents, projections, forecasts or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Merger. Except for the representations and warranties set forth in Article III or in any certificate delivered by the Company pursuant to this Agreement, each of Parent and Merger Sub hereby acknowledges and agrees that none of the Company, its Subsidiaries or any other Person makes, or has made, any representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or its Subsidiaries or their future business, operations or affairs. Each of Parent and Merger Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied directly or indirectly on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company, except for the representations and warranties expressly set forth in Article III or in any certificate delivered by the Company pursuant to this Agreement.

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Parent and Merger Sub in this Article IV 6 and in any certificate delivered by Parent or Merger Sub pursuant to this Agreement, none of Parent, Merger Sub or any other Person makes any express or implied representation or warranty with respect to Parent, Merger Sub or any of their respective Affiliates or with respect to any other information provided to the Company or any of its Affiliates or its and their respective Representatives by or on behalf of Parent or any of its Subsidiaries in connection with the Transactions. (b) Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties set forth in Article III 5 and in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person makes or has made any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or any of its Affiliates or its and their respective Representatives by or on behalf of the Company or any of this Subsidiaries in connection with the Transactions. Each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in Article III 5 and in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, acknowledges and agrees that none of the Company, any of its Subsidiaries or any other Person shall have or be subject to any liability or other obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub or any of their respective Representatives, or Parent’s or Merger Sub’s (or such Representatives’) use of, or the accuracy or completeness of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Merger.

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Parent and Merger Sub the Acquiror in this Article IV III and in any certificate delivered by Parent or Merger Sub the Acquiror pursuant to this Agreement, none of Parent, Merger Sub the Acquiror or any other Person makes any express or implied representation or warranty with respect to Parent, Merger Sub the Acquiror or any of their respective its Affiliates or with respect to any other information provided to Parent, the Company Transferring Parties or any of their respective Affiliates or its and their respective Representatives by or on behalf of the Acquiror or any of its Subsidiaries in connection with the Transactions. (b) The Acquiror acknowledges and agrees that, except for the representations and warranties set forth in Article II and in any certificate delivered by Parent or any of the Transferring Parties pursuant to this Agreement, neither Parent, the Transferring Parties nor any other Person makes or has made any express or implied representation or warranty with respect to Parent, the Transferring Parties or the Transferred Shares or with respect to any other information provided to the Acquiror or any of its Affiliates or its and their respective Representatives by or on behalf of Parent or any of its Subsidiaries in connection with the Transactions. (b) Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person makes or has made any express or implied representation or warranty with respect to the Company Transferring Parties or any of its Subsidiaries or with respect to any other information provided to Parent or any of its Affiliates or its and their respective Representatives by or on behalf of the Company or any of this Subsidiaries in connection with the Transactions. Each of Parent and Merger SubThe Acquiror, on its own behalf and on behalf of its Affiliates (other than the Company Parent and its other Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by Parent, any of the Company Transferring Parties or any of its their respective Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in Article III II and in any certificate delivered by Parent or any of the Company Transferring Parties pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Subthe Acquiror, on its own behalf and on behalf of its Affiliates (other than the Company Parent and its other Subsidiaries) and its and their respective Representatives, acknowledges and agrees that none of the CompanyParent, any of its the Transferring Parties, any of their respective Subsidiaries or any other Person shall have or be subject to any liability or other obligation to Parent, Merger Sub the Acquiror or any other Person resulting from the distribution to Parent or Merger Sub the Acquiror or any of their respective its Representatives, or Parent’s or Merger Subthe Acquiror’s (or such Representatives’) use of, or the accuracy or completeness of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub the Acquiror in certain “data rooms” or management presentations in expectation of the MergerTransactions.

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Parent and Merger Sub contained in this Article IV and Agreement or in any certificate delivered other Transaction Document, none of Seller or any other Person on behalf of Seller has made or makes any representation or warranty, whether express or implied, with respect to Seller, its Affiliates, the Acquired Business, or any of 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 Parent or Merger Sub pursuant on behalf of Seller. None of Seller or any other Person or entity on behalf of Seller has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to 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 any of Seller, its Affiliates or the Acquired Business, whether or not included in any management presentation. Notwithstanding anything to the contrary in this Agreement, none of Parent, Merger Sub Seller or any other Person or entity on behalf of Seller has made or makes any representation or warranty, whether express or implied representation or warranty implied, with respect to Parent, Merger Sub the Excluded Assets or any of their respective Affiliates or with respect to any other information provided to the Company or any of its Affiliates or its and their respective Representatives by or on behalf of Parent or any of its Subsidiaries in connection with the TransactionsExcluded Liabilities. (b) Parent Seller, on behalf of itself and Merger Sub each its Affiliates, acknowledges and agrees that, except for the representations and warranties set forth contained in Article III and this Agreement or in any certificate delivered by the Company pursuant to this Agreementother Transaction Document, neither the Company Purchaser nor any other Person makes or entity on behalf of Purchaser has made or makes, and Seller and its Affiliates have not relied upon, any representation or warranty, whether express or implied representation implied, with respect to Purchaser, its Affiliates or warranty 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 Company accuracy or any completeness of its Subsidiaries or with respect to any other information provided or made available to Parent Seller or its Affiliates or any of its Affiliates or its and their respective Representatives representatives by or on behalf of the Company or any of this Subsidiaries in connection with the TransactionsPurchaser. Each of Parent Seller acknowledges and Merger Subagrees, on its own behalf and on behalf of its Affiliates (other than the Company itself and its Subsidiaries) and its and their respective RepresentativesAffiliates, disclaims reliance on any representations or warranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or that neither Purchaser nor any other Person except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and or entity on behalf of Purchaser has made or makes, and Seller and its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, acknowledges and agrees that none of the Companyhave not relied upon, any of its Subsidiaries representation or any other Person shall have warranty, whether express or be subject implied, with respect to any liability projections, forecasts, estimates or other obligation budgets made available to Parent, Merger Sub Seller or any other Person resulting from the distribution to Parent or Merger Sub its Affiliates or any of their respective Representativesrepresentatives of future revenues, or Parent’s or Merger Sub’s future results of operations (or such Representatives’any component thereof), future cash flows or future financial condition (or any component thereof) use ofof any of Purchaser or its Affiliates, whether or the accuracy or completeness of, not included in any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Mergerpresentation.