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

No Other Representations or Warranties; Non-Reliance. (a) Except for the express representations and warranties made by the Seller and the Company in Article IV and Article V (as and to the extent modified by the Disclosure Schedule) or any other Transaction Document, none of the Seller, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or any other Person has made or makes any express or implied representation or warranty of any kind or nature, whether written or oral, express or implied, including as to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Seller, the Company or any Subsidiary thereof or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Seller expressly disclaims any other representations or warranties. (b) The Seller acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective representatives’ independent investigations, and none of the Seller or its Affiliates or its or their respective representatives has relied on or are relying on any representations or warranties regarding the Buyer, any Affiliate thereof or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, other than the express representations and warranties made by the Buyer in this Agreement (as and to the extent modified by the Disclosure Schedule) or any other Transaction Document.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express written representations and warranties made by the Seller and Company in this Agreement or in any instrument or other document delivered pursuant to this Agreement, neither the Company in Article IV and Article V (as and to the extent modified by the Disclosure Schedule) or any other Transaction Document, none of the Seller, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or nor any other Person has made or makes any express or implied representation or warranty of any kind or nature, whether written or oral, express or implied, including as to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Seller, the Company or any Subsidiary thereof of its Subsidiaries or any of their respective Affiliates its or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects or its or their respective Representatives in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Seller Company expressly disclaims any other representations or warranties. (b) The Seller acknowledges warranties and agrees each of Parent and Merger Sub acknowledge and agree that it has relied solely on the results of its and its Affiliates’ and their respective representativesRepresentatives’ independent investigations, and none of the Seller Parent, Merger Sub or its any of their respective Affiliates or its or their respective representatives Representatives has relied on or and none are relying on any representations or warranties regarding the Buyer, any Affiliate thereof Company or any of its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects or its or their respective Representatives in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, other than the express written representations and warranties expressly set forth in this Agreement or in any instrument or other document delivered pursuant to this Agreement; provided, however, that notwithstanding the foregoing provisions of this Section 5.23, nothing in this Section 5.23 shall limit Parent’s or Merger Sub’s remedies with respect to claims of fraud or intentional or willful misrepresentation in connection with, arising out of or otherwise related to the express written representations and warranties made by the Buyer Company in this Agreement (as and or in any instrument or other document delivered pursuant to the extent modified by the Disclosure Schedule) or any other Transaction Documentthis Agreement.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express written representations and warranties made by the Seller Company in this Article III of this Agreement and in any certificate delivered pursuant to Section 6.2(d) of this Agreement, neither the Company in Article IV and Article V (as and to the extent modified by the Disclosure Schedule) or any other Transaction Document, none of the Seller, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or nor any other Person makes, has made or makes has been authorized to make, and the Company, on behalf of itself and each such other Person, expressly disclaims, any express or implied representation or warranty of any kind or nature, whether written or oral, express or implied, including as with respect to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Seller, the Company or any Subsidiary thereof of its Affiliates, or with respect to any of other information provided to Parent, Merger Sub or their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, Representatives in connection with this Agreement or the Transaction DocumentsTransactions, the subject matter thereof (including the Contemplated Transactions)accuracy, completeness or timeliness thereof. None of the Company or any of its Subsidiaries or its or their respective Representatives has relied on, and none are relying on, any information provided representations or made available in connection with the Contemplated Transactions warranties from Parent or otherwise, and the Seller expressly disclaims any of its Subsidiaries or any other Person in determining to enter into this Agreement, except for the representations and warranties expressly set forth in Article IV or warrantiesin any certificate delivered pursuant to Section 6.3(d) of this Agreement. (b) The Seller acknowledges Company expressly acknowledge and agrees that it has relied solely agree (on their own behalf and on behalf of each of their respective Representatives and Subsidiaries) that, except for the results express representations and warranties expressly contained in Article IV or in any certificate delivered pursuant to Section 6.3(d) of this Agreement, neither Parent nor any of its and its Affiliates’ and their respective representatives’ independent investigationsSubsidiaries, Affiliates or Representatives makes, has made in connection with this Agreement or the Transactions or has been authorized to make in connection with this Agreement or the Transactions or in connection with the negotiation of this Agreement, and none of the Seller Company or any of its Representatives or Affiliates or its or their respective representatives has relied on upon in connection with their evaluation of Parent and its Subsidiaries or are relying on any representations the negotiation of this Agreement or warranties regarding otherwise been induced to enter into the Buyerthis Agreement by, any Affiliate thereof other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries or Affiliates, any of their respective businessesRepresentatives or any other Person, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), respect to any other information provided or made available to the Company or any of its Representatives or Affiliates by or on behalf of Parent, any of its Subsidiaries or Affiliates, any of their respective Representatives or any other Person in connection with this Agreement or the Transactions or in connection with the Contemplated Transactions negotiation of this Agreement, including any information, documents, projections, forecasts or otherwise, other than material made available to the express representations and warranties made by the Buyer Company or its Representatives in any “data rooms,” management presentations or otherwise in connection with this Agreement (as or the Transactions, their evaluation of Parent and to its Subsidiaries or the extent modified by the Disclosure Schedule) or any other Transaction Documentnegotiation of this Agreement.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express written representations and warranties made by the Seller Parent and the Company Merger Sub in Article IV and Article V (as and this Agreement or in any instrument or other document delivered pursuant to the extent modified by the Disclosure Schedule) or any other Transaction Documentthis Agreement, none of the SellerParent, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing Merger Sub or any other Person has made or makes any express or implied representation or warranty of any kind or natureregarding Parent, whether written or oral, express or implied, including as to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Seller, the Company or any Subsidiary thereof Merger Sub or any of their respective Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects or its or their respective Representatives in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Seller each of Parent and Merger Sub expressly disclaims any other representations or warranties. (b) The Seller warranties and the Company acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective representativesRepresentatives’ independent investigations, and none of the Seller Company or its Affiliates or its or their respective representatives Representatives has relied on or and none are relying on any representations or warranties regarding the BuyerParent, any Affiliate thereof Merger Sub or any of their respective Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided prospects or made available in connection with the Contemplated Transactions its or otherwisetheir respective Representatives, other than the express written representations and warranties expressly set forth in this Agreement or in any instrument or other document delivered pursuant to this Agreement; provided, however, that notwithstanding the foregoing provisions of this Section 6.10, nothing in this Section 6.10 shall limit the Company’s remedies with respect to claims of fraud or intentional or willful misrepresentation in connection with, arising out of or otherwise related to the express written representations and warranties made by the Buyer Parent and Merger Sub in Agreement or in any instrument or other document delivered pursuant to this Agreement (as and to the extent modified by the Disclosure Schedule) or any other Transaction DocumentAgreement.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express representations and warranties made by the Seller and the Company Buyer in this Article IV and Article V VI (as and to the extent modified by the Disclosure Schedule) or any other Transaction Document, none of the SellerBuyer, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or any other Person has made or makes any express or implied representation or warranty of any kind or nature, whether written or oral, express or implied, including as to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Buyer, any Affiliate thereof or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Buyer expressly disclaims any other representations or warranties. (b) The Buyer acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective representatives’ independent investigations, and none of the Buyer or its Affiliates or its or their respective representatives has relied on or are relying on any representations or warranties regarding the Seller, the Company or any Subsidiary thereof or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Seller expressly disclaims any other representations or warranties. (b) The Seller acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective representatives’ independent investigations, and none of the Seller or its Affiliates or its or their respective representatives has relied on or are relying on any representations or warranties regarding the Buyer, any Affiliate thereof or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, other than the express representations and warranties made by the Buyer Seller and the Company in this Agreement (as and to the extent modified by the Disclosure Schedule) or any other Transaction Document.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express written representations and warranties made by the Seller Parent and the Company Merger Sub in Article IV this Agreement and Article V (as and in any instrument or document delivered pursuant to the extent modified by the Disclosure Schedule) or any other Transaction Documentthis Agreement, none of the SellerParent, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing Merger Sub or any other Person makes or has made or makes any express or implied representation or warranty of any kind or natureregarding Parent, whether written or oral, express or implied, including as to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Seller, the Company or any Subsidiary thereof Merger Sub or any of their respective Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects or its or their respective Representatives in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwisetransactions contemplated by this Agreement, and the Seller each of Parent and Merger Sub expressly disclaims any other representations or warranties. (b) The Seller acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective representatives’ independent investigations, warranties and none of the Seller Company or its Affiliates or its or their respective representatives Representatives has relied on or and none are relying on any representations or warranties regarding the BuyerParent, any Affiliate thereof Merger Sub or any of their respective Affiliates or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects or its or their respective Representatives in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwisetransactions contemplated by this Agreement, other than the express written representations and warranties made by the Buyer expressly set forth in this Agreement (as and in any instrument or document delivered pursuant to this Agreement; provided, however, that notwithstanding the extent modified foregoing provisions of this Section 6.12, nothing in this Section 6.12 shall limit the Company’s remedies with respect to claims of fraud or intentional and willful misrepresentation in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by the Disclosure Schedule) this Agreement or any instrument or other Transaction Documentdocument delivered pursuant to this Agreement.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express representations and warranties expressly made by the Seller and the Company in Article IV and Article V II (as and to the extent modified by the Investor Disclosure ScheduleLetter) or and in any other Transaction Document, none of certificate delivered by the SellerInvestor pursuant to Article V, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of acknowledges and agrees that neither the Investor nor any of the foregoing its Affiliates or Representatives makes any other Person has made or makes any express or implied representation or warranty of any kind or nature, whether written or oral, express or impliedwarranty, including as with respect to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Seller, the Company or any Subsidiary thereof Investor or any of their respective its Affiliates or any of their respective businesses, operations, properties, assets, liabilities, conditions condition (financial or otherwise) or prospects, in connection with notwithstanding the Transaction Documents, delivery or disclosure to the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Seller expressly disclaims any other representations or warranties. (b) The Seller acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective representatives’ independent investigations, and none of the Seller Company or its Affiliates or its Representatives of any documentation, forecasts or their respective representatives has relied on other information with respect to any one or are relying on any representations or warranties regarding more of the Buyerforegoing. In particular, any Affiliate thereof or any and without limiting the generality of their respective businessesthe foregoing, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with except for the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, other than the express representations and warranties made by the Buyer Investor in this Agreement Article II (as and to the extent modified by the Investor Disclosure ScheduleLetter) and in any certificate delivered by the Investor pursuant to Article V, the Company acknowledges and agrees that neither the Investor nor any of its Affiliates or Representatives makes or has made any express or implied representation or warranty to the Company or its Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Investor, any of its Affiliates or their respective businesses or (b) any oral or written information presented to the Company or its Affiliates or Representatives in the course of the negotiation of this Agreement or the course of the Transactions or any other Transaction Documenttransactions or potential transactions involving the Investor and the Company. The Company acknowledges and agrees that in making the decision to enter into this Agreement and consummate the transactions contemplated by this Agreement, the Company has relied exclusively on the express representations and warranties contained in Article II (as modified by the Investor Disclosure Letter) and in any certificate delivered by the Investor pursuant to Article V and has not relied on any other representation or warranty, express or implied.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express representations and warranties expressly made by the Seller and the Company in Article IV and Article V III (as and to the extent modified by the Company Disclosure ScheduleLetter and the Coherent SEC Documents) and in any certificate delivered by the Company pursuant to Article V, the Investor hereby acknowledges and agrees that neither the Company, Coherent nor any of their respective Affiliates or Representatives, nor any other Transaction DocumentPerson, none of the Seller, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or any other Person has made or makes is making any other express or implied representation or warranty of any kind or nature, whether written or oral, express or impliedwarranty, including as with respect to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the SellerSiC Business, the Company or any Subsidiary thereof Purchased Units, the Company, Coherent or any of their respective Affiliates or any of their respective businesses, operations, properties, assets, liabilities, conditions condition (financial or otherwise) or prospects, in connection notwithstanding the delivery or disclosure to the Investor or its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the Transaction Documentsforegoing. In particular, and without limiting the generality of the foregoing, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Seller expressly disclaims any other representations or warranties. (b) The Seller Investor acknowledges and agrees that it has relied solely on except for the results of its representations and its Affiliates’ warranties made in Article III (as modified by the Company Disclosure Letter and their respective representatives’ independent investigationsthe Coherent SEC Documents) and in any certificate delivered by the Company pursuant to Article V, and none of the Seller Company, Coherent, their respective Affiliates, Representatives or any other Person makes or has made any express or implied representation or warranty to the Investor or its Affiliates or its Representatives with respect to (a) any financial projection, forecast, estimate, budget or their respective representatives has relied on or are relying on any representations or warranties regarding prospect information relating to the BuyerCompany, any Affiliate thereof or Coherent, the SiC Entities, any of their respective businessesAffiliates or their respective businesses or (b) any oral or written information presented to the Investor or its Affiliates or Representatives in the course of the negotiation of this Agreement or the course of the Transactions or any other transactions or potential transactions involving the Investor, operations, assets, liabilities, conditions (financial or otherwise) or prospects, Coherent and the Company. The Investor acknowledges and agrees that in connection with making the Transaction Documentsdecision to enter into this Agreement and consummate the Transactions, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, other than Investor has relied exclusively on the express representations and warranties made by the Buyer contained in this Agreement Article III (as and to the extent modified by the Company Disclosure ScheduleLetter and the Coherent SEC Documents) or and in any certificate delivered by the Company pursuant to Article V and has not relied on any other Transaction Documentrepresentation or warranty, express or implied.

No Other Representations or Warranties; Non-Reliance. (a) The Purchaser acknowledges that it and its Representatives have received access to such books and records, facilities, vehicles, Contracts and other assets of the Business which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Business and to discuss the Business, the Transferred Entities, the Transferred Interests, the Purchased Assets and the Assumed Liabilities. Except for the express representations and warranties expressly made by the Seller and the Company Parties set forth in Article IV and Article V (as and to the extent modified qualified by the Disclosure ScheduleLetter) or any other Transaction Documentand in the certificates required to be delivered by the Seller Parties under Section 8.02, none the Purchaser hereby acknowledges that no member of the Seller, the Company or any Affiliate thereofSeller Group, any directorsof their Affiliates, managers, officers, employees, agents, advisors or representatives of any of the foregoing or nor any other Person (whether or not acting on behalf of the Seller Group or their respective Affiliates), (a) has made or makes any express or implied other representation or warranty of any kind or naturewhatsoever, whether express or implied, written or oral, express or implied, including as with respect to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the SellerTransferred Entities, the Company Purchased Assets, the Transferred Interests or any Subsidiary thereof the Assumed Liabilities or any of their respective Affiliates or any of their respective businessesthe Business (including the business, operations, properties, assets, liabilitiesLiabilities, conditions condition (financial or otherwise) or prospectsprospects of the Business or any estimates, in connection with projections, forecasts and other forward-looking information or business and strategic plan information relating to the Transaction DocumentsBusiness), the subject matter thereof (including the Contemplated Transactions)any representation or warranty as to accuracy or completeness of, or lack of errors or omissions in, any information regarding any of the foregoing furnished or made available (in any medium) to the Purchaser, any of its Affiliates or any of its and their respective Representatives or any other Person, notwithstanding the delivery or disclosure to the Purchaser, any of its Affiliates or any of its and their respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing or (b) will have or be subject to any Liability or indemnification obligation to the Purchaser resulting from the delivery, dissemination or any other distribution to the Purchaser or any of its Representatives (in any form whatsoever and through any medium whatsoever), or the use by the Purchaser or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, plans or budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or future financial condition of the Business, the Transferred Entities or the future business, operations or affairs of the Business or the Transferred Entities or other material developed by or provided or made available to the Purchaser or any of its Representatives, including in connection due diligence materials, “data rooms” or management presentations (formal or informal, in person, by phone, through video or in any other format), in anticipation or contemplation of any of the Transactions. The Purchaser, on behalf of itself and on behalf of its Affiliates and its and their respective Representatives, expressly waives any such claim relating to the foregoing matters. The Purchaser hereby acknowledges (for itself and on behalf of its Affiliates and its and their respective Representatives) that (i) it has conducted, to its satisfaction, its own independent investigation of the Business and the Transferred Entities and their respective operations, assets and financial condition and, in making its determination to proceed with the Contemplated Transactions or otherwiseTransactions, the Purchaser and the Seller expressly disclaims any other representations or warranties. (b) The Seller acknowledges its Affiliates and agrees that it has its and their respective Representatives have relied solely on the results of their own independent investigation and (ii) the Purchaser is taking full responsibility for making its and its Affiliates’ and their respective representatives’ independent investigations, and none own evaluation of the Seller or its Affiliates or its or their respective representatives has relied on or are relying on any representations or warranties regarding the Buyeradequacy and accuracy of all estimates, any Affiliate thereof or any of their respective businessesprojections, operationsforecasts and other forward-looking information, assetsas well as such business plans, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof so furnished to it (including the Contemplated Transactionsreasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), any information provided or made available in connection with and that the Contemplated Transactions or otherwise, other than the express representations and warranties made by the Buyer in this Agreement (as and to the extent modified by the Disclosure Schedule) or any other Transaction DocumentPurchaser has not relied on such information.

No Other Representations or Warranties; Non-Reliance. (a) The Purchaser acknowledges that it and its Representatives have received access to such books and records, facilities, vehicles, Contracts and other assets of the Business which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Business and to discuss the Business, the Transferred Entities, the Transferred Interests, the Purchased Assets and the Assumed Liabilities. Except for the express representations and warranties expressly made by the Seller and the Company Parties set forth in Article IV and Article V (as and to the extent modified qualified by the Disclosure ScheduleLetter) or any other Transaction Documentand in the certificates required to be delivered by the Seller Parties under Section 8.02, none the Purchaser hereby acknowledges that no member of the Seller, the Company or any Affiliate thereofSeller Group, any directorsof their Affiliates, managers, officers, employees, agents, advisors or representatives of any of the foregoing or nor any other Person (whether or not acting on behalf of the Seller Group or their respective Affiliates), has made or makes any express or implied other representation or warranty of any kind or naturewhatsoever, whether express or implied, written or oral, express or implied, including as with respect to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the SellerTransferred Entities, the Company Purchased Assets, the Transferred Interests or any Subsidiary thereof the Assumed Liabilities or any of their respective Affiliates or any of their respective businessesthe Business (including the business, operations, properties, assets, liabilitiesLiabilities, conditions condition (financial or otherwise) or prospectsprospects of the Business or any estimates, in connection with projections, forecasts and other forward-looking information or business and strategic plan information relating to the Transaction DocumentsBusiness), the subject matter thereof (including the Contemplated Transactions)any representation or warranty as to accuracy or completeness of, or lack of errors or omissions in, any information regarding any of the foregoing furnished or made available (in any medium) to the Purchaser, any of its Affiliates or any of its and their respective Representatives or any other Person, notwithstanding the delivery or disclosure to the Purchaser, any of its Affiliates or any of its and their respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing or will have or be subject to any Liability or indemnification obligation to the Purchaser resulting from the delivery, dissemination or any other distribution to the Purchaser or any of its Representatives (in any form whatsoever and through any medium whatsoever), or the use by the Purchaser or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, plans or budgets of future revenue, expenses or expenditures, future results of operations, future cash flows or future financial condition of the Business, the Transferred Entities or the future business, operations or affairs of the Business or the Transferred Entities or other material developed by or provided or made available to the Purchaser or any of its Representatives, including in connection with the Contemplated Transactions due diligence materials, “data rooms” or otherwisemanagement presentations (formal or informal, and the Seller expressly disclaims in person, by phone, through video or in any other representations format), in anticipation or warranties. contemplation of any of the Transactions. The Purchaser, on behalf of itself and on behalf of its Affiliates and its and their respective Representatives, expressly waives any such claim relating to the foregoing matters. The Purchaser hereby acknowledges (bfor itself and on behalf of its Affiliates and its and their respective Representatives) The Seller acknowledges and agrees that it has conducted, to its satisfaction, its own independent investigation of the Business and the Transferred Entities and their respective operations, assets and financial condition and, in making its determination to proceed with the Transactions, the Purchaser and its Affiliates and its and their respective Representatives have relied solely on the results of their own independent investigation and the Purchaser is taking full responsibility for making its and its Affiliates’ and their respective representatives’ independent investigations, and none own evaluation of the Seller or its Affiliates or its or their respective representatives has relied on or are relying on any representations or warranties regarding the Buyeradequacy and accuracy of all estimates, any Affiliate thereof or any of their respective businessesprojections, operationsforecasts and other forward-looking information, assetsas well as such business plans, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof so furnished to it (including the Contemplated Transactionsreasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), any information provided or made available in connection with and that the Contemplated Transactions or otherwise, other than the express representations and warranties made by the Buyer in this Agreement (as and to the extent modified by the Disclosure Schedule) or any other Transaction DocumentPurchaser has not relied on such information.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express representations and warranties made by the Seller and the Company in this Article IV and Article V (as and to the extent modified in any certificate delivered by the Disclosure Schedule) or any other Transaction DocumentCompany pursuant to Article VII, none of the Seller, neither the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or nor any other Person has made or makes any express or implied representation or warranty of any kind or nature, whether written or oral, express or implied, including as with respect to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Seller, the Company or any Subsidiary thereof or any of their respective its Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Seller Company expressly disclaims any such other representations or warranties. . The Company expressly disclaims reliance upon any representations, warranties or statements relating to Parent or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article V and in any certificate delivered by Parent pursuant to Article VII. In particular, without limiting the foregoing, neither Parent or Merger Sub nor any other Person makes or has made, and the Company acknowledges that neither Parent or Merger Sub nor any other Person has made, any representation or warranty to the Company or any of the Company’s Affiliates or Representatives with respect to (ba) The Seller acknowledges and agrees that it has relied solely on the results any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its and its Affiliates’ and their respective representatives’ independent investigations, and none of the Seller or its Affiliates or its or their respective representatives has relied on or are relying on any representations or warranties regarding the Buyer, any Affiliate thereof or any of their respective businessesbusinesses that may have been made available to the Company or any of its Representatives (including in certain “data rooms,” “virtual rooms,” management presentations or in any other form in expectation of, operationsor in connection with, assets, liabilities, conditions (financial or otherwisethe Transactions) or prospects(b) except for the representations and warranties made by Parent or Merger Sub in Article V and in any certificate delivered by Parent pursuant to Article VII, any oral or written information made available to the Company or any of the Company’s Affiliates or Representatives in connection with the Transaction Documentscourse of their evaluation of Parent or Merger Sub, the subject matter thereof (including negotiation of this Agreement or in the Contemplated course of the Transactions). Notwithstanding the foregoing, any information provided or made available nothing in connection with this Section 4.25 shall limit the Contemplated Transactions or otherwise, other than Company’s remedies in the event of common law fraud arising from the express representations and warranties made by the Buyer Parent or Merger Sub in this Agreement (as and to the extent modified by the Disclosure Schedule) or any other Transaction Document.Article V.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express written representations and warranties made by the Seller and the Company Warehouse Technologies in this Article IV and Article V (as and to the extent modified by the Disclosure Schedule) II or any other Transaction Documentin Warrant No. 3, none of the Seller, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or neither Warehouse Technologies nor any other Person has made or makes any express or implied representation or warranty of any kind or nature, whether written or oral, express or implied, including as to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Seller, the Company or any Subsidiary thereof Warehouse Technologies or any of their respective Affiliates its Subsidiaries or any of its or their respective businessesbusinesses (including, for the avoidance of doubt, the Business), operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects or its or their respective Representatives in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwisetransactions contemplated hereby, and the Seller Warehouse Technologies expressly disclaims any other representations or warranties. (b) The Seller warranties and Walmart acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective representativesRepresentatives’ independent investigations, and none of the Seller Walmart or any of its Affiliates or its or their respective representatives Representatives has relied on or and none are relying on any representations or warranties regarding the Buyer, any Affiliate thereof Warehouse Technologies or any of its Subsidiaries or any of its or their respective businessesbusinesses (including, for the avoidance of doubt, the Business), operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects or its or their respective Representatives in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwisetransactions contemplated hereby, other than the express written representations and warranties expressly set forth in this Article II; provided, however, that notwithstanding the foregoing provisions of this Section 2.7, nothing in this Section 2.7 shall limit Walmart’s remedies with respect to claims of intentional fraud or intentional or willful misrepresentation of material facts that constitute common law fraud in connection with, arising out of or otherwise related to the express written representations and warranties made by the Buyer Warehouse Technologies in this Agreement (as and to the extent modified by the Disclosure Schedule) or any other Transaction DocumentArticle II.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express representations and warranties made by the Seller and the Company expressly contained in Article IV and Article V (as and to of this Agreement or the extent modified by the Disclosure Schedule) or any other Transaction Transfer Document, none of the Seller, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or neither Purchaser nor any other Person has made or makes any other express or implied representation or warranty on behalf of itself or any kind of its Affiliates in connection with the Transaction. Purchaser and its Controlled Affiliates have not relied on any express or natureimplied representations or warranties regarding Seller, whether written Wafra B or oralWafra S or the Purchased Interest of the DBMH Interest in connection with the Transaction other than the representations and warranties of Seller contained in Article III of this Agreement, express any representations and warranties of Seller in the Transfer Document and the representations and warranties of the Wafra Participation Entity made in Article IV. Purchaser (for itself and on behalf of its Controlled Affiliates) hereby: (i) specifically acknowledges and agrees that, except for the representations and warranties of Seller contained in Article III of this Agreement and any representations and warranties of Seller in the Transfer Document, and the representations and warranties of the Wafra Participation Entity contained in Article IV of this Agreement, none of Seller, the Wafra Participation Entity, any of their Subsidiaries or Affiliates or any other Person is making and has not made any representation or warranty, expressed or implied, including as to qualityat law or in equity, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the in respect of Seller, the Company or any Subsidiary thereof or Wafra Participation Entity, any of their respective Affiliates Subsidiaries or Affiliates, or the Purchased Interest or the DBMH Interest, or any of their respective businesses, operations, assets, liabilities, conditions operations, prospects or condition (financial or otherwise) ), including with respect to merchantability or prospectsfitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business, or the effectiveness or the success of any operations, in each case in connection with the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), ii) specifically and irrevocably disclaims that Purchaser is relying upon or has relied upon any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Seller expressly disclaims any such other representations or warranties. (b) The Seller warranties that may have been made by any Person and acknowledges and agrees that it has relied solely Seller (for itself and on the results behalf of its Controlled Affiliates) and the Wafra Participation Entity (for itself and on behalf of its Controlled Affiliates’ ) hereby specifically disclaims any such other representation or warranty made by any Person; (iii) specifically and their respective representatives’ independent investigationsirrevocably disclaims any obligation or duty by Seller, and none of the Seller or its Affiliates or its or their respective representatives has relied on or are relying on any representations or warranties regarding the BuyerWafra Participation Entity, any Affiliate thereof or any of their respective businesses, operations, assets, liabilities, conditions (financial Controlled Affiliates or otherwise) or prospects, any other Person to make any disclosures of fact in connection with the Transaction Documents, that are not required to be disclosed by the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, other than the express representations and warranties made by contained in Article III or Article IV of this Agreement or any representations and warranties of Seller in the Buyer Transfer Document; and (iv) specifically acknowledges and agrees that Purchaser is entering into this Agreement subject only to the representations and warranties contained in Article III or Article IV of this Agreement and any representations and warranties of Seller and the Wafra Participation Entity in the Transfer Document; provided, that, for the avoidance of doubt, nothing in this Agreement (as and Section 5.8 shall waive or restrict such Person’s right to the extent modified by the Disclosure Schedule) or any other Transaction Documentassert a claim for Fraud.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express representations and warranties made by the Seller and the Company Versum in Article IV and this Article V (as and in any certificate delivered by Versum pursuant to the extent modified by the Disclosure Schedule) or any other Transaction DocumentArticle VIII, none of the Seller, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or neither Versum nor any other Person has made or makes any express or implied representation or warranty of any kind or nature, whether written or oral, express or implied, including as with respect to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Seller, the Company or any Subsidiary thereof Versum or any of their respective its Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Seller Versum expressly disclaims any such other representations or warranties. . Versum expressly disclaims reliance upon any representations, warranties or statements relating to Parent or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article VI and in any certificate delivered by Parent pursuant to Article VIII. In particular, without limiting the foregoing, neither Parent or Merger Sub nor any other Person makes or has made, and Versum acknowledges that neither Parent or Merger Sub nor any other Person has made, any representation or warranty to Versum or any of Versum’s Affiliates or Representatives with respect to (ba) The Seller acknowledges and agrees that it has relied solely on the results any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its and its Affiliates’ and their respective representatives’ independent investigations, and none of the Seller or its Affiliates or its or their respective representatives has relied on or are relying on any representations or warranties regarding the Buyer, any Affiliate thereof or any of their respective businessesbusinesses that may have been made available to Versum or any of its Representatives (including in certain “data rooms,” “virtual rooms,” management presentations or in any other form in expectation of, operationsor in connection with, assets, liabilities, conditions (financial or otherwisethe Transactions) or prospects(b) except for the representations and warranties made by Parent or Merger Sub in Article VI and in any certificate delivered by Parent pursuant to Article VIII, any oral or written information made available to Versum or any of Versum’s Affiliates or Representatives in connection with the Transaction Documentscourse of their evaluation of Parent or Merger Sub, the subject matter thereof (including negotiation of this Agreement or in the Contemplated course of the Transactions). Notwithstanding the foregoing, any information provided or made available nothing in connection with this Section 5.26 shall limit Versum’s remedies in the Contemplated Transactions or otherwise, other than event of common law fraud arising from the express representations and warranties made by the Buyer Parent or Merger Sub in this Agreement (as and to the extent modified by the Disclosure Schedule) or any other Transaction DocumentArticle VI.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express written representations and warranties made by the Seller and the Company Walmart in this Article IV and Article V (as and to the extent modified by the Disclosure Schedule) III or any other Transaction DocumentWarrant No. 3, none of the Seller, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or neither Walmart nor any other Person has made or makes any express or implied representation or warranty of any kind or nature, whether written or oral, express or implied, including as to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Seller, the Company or any Subsidiary thereof Walmart or any of their respective Affiliates its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects or its or their respective Representatives in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwisetransactions contemplated hereby, and the Seller Walmart expressly disclaims any other representations or warranties. (b) The Seller warranties and Warehouse Technologies acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective representativesRepresentatives’ independent investigations, and none of the Seller Warehouse Technologies or any of its Affiliates or its or their respective representatives Representatives has relied on or and none are relying on any representations or warranties regarding the Buyer, any Affiliate thereof Walmart or any of its Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects or its or their respective Representatives in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwisetransactions contemplated hereby, other than the express written representations and warranties expressly set forth in this Article III or Warrant No. 3; provided, however, that notwithstanding the foregoing provisions of this Section 3.7, nothing in this Section 3.7 shall limit Warehouse Technologies’ remedies with respect to claims of intentional fraud or intentional or willful misrepresentation of material facts that constitute common law fraud in connection with, arising out of or otherwise related to the express written representations and warranties made by the Buyer Walmart in this Agreement (as and to the extent modified by the Disclosure Schedule) or any other Transaction DocumentArticle III.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express The representations and warranties made by the of Seller and the Company expressly and specifically set forth in Article IV and Article V (V, as and to the extent modified qualified by the Disclosure Schedule) Schedules, and any certificates delivered by Seller or any other Transaction Document, none of the Seller, the Company or any Affiliate thereofpursuant to Sections 3.01(d) and 3.01(e) of this Agreement, any directorsconstitute the sole and exclusive representations, managerswarranties, officers, employees, agents, advisors or representatives of any of the foregoing or any other Person has made or makes any express or implied representation or warranty and statements (including by omission) of any kind or nature, whether written or oral, express expressed or implied, including as statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a purposeparticular purpose or conformity to samples) of the Company, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Seller, the Company or any Subsidiary thereof Seller or any of their respective Affiliates Non-Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective businessesbusinesses or in connection with this Agreement or the transactions contemplated by this Agreement, operationsor with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) Parent, assetsPurchaser or Merger Sub or any of their respective Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, liabilitiesfor the avoidance of doubt, conditions any statements, information, documents, projections, forecasts or other material made available to Parent or any of its respective Non-Recourse Parties in certain “data rooms” or presentations including “management presentations”) and all other purported representations and warranties or statements (financial including by omission) are hereby disclaimed by the Company, Seller and each of their respective Non-Recourse Parties and (i) each of Parent, Purchaser, Merger Sub and their respective Non-Recourse Parties has only relied, and will only rely, on the representations and warranties of Seller and the Company expressly and specifically set forth in Article IV and Article V, respectively, as qualified by the Disclosure Schedules, and the certificates delivered by Seller or the Company pursuant to Sections 3.01(d) and 3.01(e) of this Agreement, (ii) each of Parent, Purchaser and Merger Sub hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied and will not rely on any other representations, warranties or statements (including by omission), and (iii) none of Parent, Purchaser, Merger Sub or any of their respective Non-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any such representations, warranties or statements (including by omission) on any basis or legal theory whatsoever (whether sounding in Contract or tort, at law or in equity, on public policy grounds, under any Law (including under securities Laws or the Racketeer Influence and Corrupt Organizations Act of 1970 (“RICO”)), on the basis of “unjust enrichment” or otherwise) or prospects). Parent, Purchaser and Merger Sub are otherwise acquiring the Company, its Subsidiaries and their respective businesses on an “AS IS, WHERE IS” basis. Without in any way limiting the generality of the foregoing, Parent, Purchaser and Merger Sub acknowledge that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that Parent, Purchaser and Merger Sub are familiar with such uncertainties, that Parent, Purchaser and Merger Sub and their respective Non-Recourse Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to Parent and its Non-Recourse Parties in connection with the Transaction Documents, the subject matter thereof transactions contemplated by this Agreement (including the Contemplated Transactionsreasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information). Under no circumstances shall any of the representations and warranties of the Company or Seller made herein be imputed to, or deemed to have been made by, any information provided or made available in other Person. In connection with the Contemplated Transactions or otherwisetransactions contemplated hereby, each of Parent, Purchaser, and the Seller expressly disclaims any other representations or warrantiesMerger Sub has been represented by, and adequately consulted with, legal counsel of their choice and each of Parent, Purchaser, Merger Sub and such counsel has carefully read this Agreement and has been given time to consider this Agreement, understands this Agreement and, after such consideration, and with such understanding, Parent, Purchaser and Merger Sub have knowingly, freely and without coercion entered into this Agreement and, in particular, this Section 10.01, Section 11.02, and Section 13.15. (b) The representations and warranties of Parent, Purchaser and Merger Sub expressly and specifically set forth in Article VI, as qualified by the Disclosure Schedules, and the certificate pursuant to Section 3.02(d) of this Agreement, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise of Parent, Purchaser, Merger Sub or any of their respective Non-Recourse Parties as to any matter concerning Parent, Purchaser, Merger Sub or any of their Subsidiaries or any of their respective businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) Seller or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by Parent, Purchaser, Merger Sub and their respective Non-Recourse Parties, and (i) each of Seller and its Non-Recourse Parties has only relied, and will only rely, on the representations and warranties of Parent, Purchaser and Merger Sub expressly and specifically set forth in Article VI, as qualified by the Disclosure Schedules, and any certificate delivered by Parent, Purchaser or Merger Sub in connection with the consummation of the transactions contemplated by this Agreement, (ii) Seller hereby expressly and irrevocably acknowledges and agrees that it has not relied solely and will not rely on any other representations, warranties or statements (including by omission), and (iii) neither Seller nor any of its Non-Recourse Parties, shall not have any claim with respect to its purported use of, or reliance on, any such representations, warranties or statements (including by omission) on any basis or legal theory whatsoever (whether sounding in Contract or tort, at law or in equity, on public policy grounds, under any Law (including under securities Laws or RICO), on the results basis of its and its Affiliates’ and their respective representatives’ independent investigations, and none “unjust enrichment” or otherwise). Under no circumstances shall any of the Seller representations and warranties of Parent, Purchaser or its Affiliates Merger Sub made herein be imputed to, or its or their respective representatives has relied on or are relying on any representations or warranties regarding the Buyerdeemed to have been made by, any Affiliate thereof or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in other Person. In connection with the Transaction Documentstransactions contemplated hereby, each of Seller and the subject matter thereof (including Company has been represented by, and adequately consulted with, legal counsel of their choice and each of Seller and the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, other than the express representations Company and warranties made by the Buyer in such counsel has carefully read this Agreement (as and has been given time to consider this Agreement, understands this Agreement and, after such consideration, and with such understanding, Seller and the extent modified by the Disclosure Schedule) or any other Transaction DocumentCompany have knowingly, freely and without coercion entered into this Agreement and, in particular, this Section 10.01, Section 11.02, and Section 13.15.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express representations and warranties made by the Seller and the Company Buyer in this Article IV and Article V VI (as and to the extent modified by the Disclosure Schedule) or any other Transaction Document, none of the SellerBuyer, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or any other Person has made or makes any express or implied representation or warranty of any kind or nature, whether written or oral, express or implied, including as to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the Buyer, any Affiliate thereof or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Buyer expressly disclaims any other representations or warranties. (b) The Buyer acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective representatives’ independent investigations, and none of the Buyer or its Affiliates or its or their respective representatives has relied on or are relying on any representations or warranties regarding the Seller, the Company or any Subsidiary thereof or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Seller expressly disclaims any other representations or warranties. (b) The Seller acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective representatives’ independent investigations, and none of the Seller or its Affiliates or its or their respective representatives has relied on or are relying on any representations or warranties regarding the Buyer, any Affiliate thereof or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, other than the express representations and warranties made by the Buyer Seller and the Company in Article IV and Article V of this Agreement (as and to the extent modified by the Disclosure Schedule) or any other Transaction Document).

No Other Representations or Warranties; Non-Reliance. (ai) Except for the express representations and warranties expressly made by the Seller and the Company Purchaser in Article IV and Article V (as and to the extent modified by the Disclosure Schedule) or any other Transaction Documentthis §0, none xxxx of the SellerPurchaser, the Company Purchaser’s Affiliates or any Affiliate thereofRepresentatives, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or any other Person has made or makes is making any express oral or implied written representation or warranty of any kind or nature, whether written or oralwarranty, express or implied, including as with respect to qualitythe Purchaser, merchantabilityits Affiliates or any of its or their respective businesses, fitness for a purposeassets, liabilities, prospects, results of operations or financial condition. (ii) Without limiting the generality of the foregoing, accuracy, omission, completeness, compliance or otherwise, regarding the Purchaser acknowledges and agrees that (A) none of the Seller, the Seller’s Affiliates or Representatives or any other Person has made or is making any representation or warranty, express or implied, except for the representations and warranties expressly set forth in §4; (B) none of the Seller, the Seller’s Affiliates or Representatives or any other Person has made or is making any representation or warranty to the Purchaser, Purchaser’s Affiliates or Representatives, or any other Person with respect to any projections, forecasts, estimates, plans or budgets, expenses or expenditures, present or future financial results operations or affairs, or any other information, statements or documents delivered to or made available to Purchaser, Purchaser’s Affiliates or Representatives, or any other Person, with respect to the Seller, Seller’s Affiliates, the Company or any Subsidiary thereof or any of their respective Affiliates the Company’s Subsidiaries or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, results of operations or financial condition, except as expressly covered by representations and warranties set forth in connection with §4; and (C) in making its decision to enter into this Agreement and to consummate the Transaction DocumentsTransactions, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, and the Seller expressly disclaims any other representations or warranties. (b) The Seller acknowledges and agrees that it Purchaser has relied solely on the results of upon its own investigation and its Affiliates’ and their respective representatives’ independent investigations, and none of the Seller or its Affiliates or its or their respective representatives has relied on or are relying on any representations or warranties regarding the Buyer, any Affiliate thereof or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, in connection with the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwise, other than the express representations and warranties made by of the Buyer Seller set forth in this Agreement (as and to the extent modified by the Disclosure Schedule) or any other Transaction Document§4.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express written representations and warranties made by the such Seller and the Company in this Article IV and Article V (as and to the extent modified by the Disclosure Schedule) or any other Transaction DocumentII, none of the Seller, the Company or any Affiliate thereof, any directors, managers, officers, employees, agents, advisors or representatives of any of the foregoing or neither such Seller nor any other Person has made (including any of its or their respective Representatives) makes any express or implied representation or warranty of any kind or nature, whether written or oral, express or implied, including as to quality, merchantability, fitness for a purpose, condition, accuracy, omission, completeness, compliance or otherwise, regarding the SellerCompany, OpCo, San Xxxxxxxx Venture, the Company or any Subsidiary thereof Interests, the Tax Receivable Agreement, such Seller or any of their its respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwisetransactions contemplated hereby, and the such Seller expressly disclaims any other representations or representation and warranties. (b) The . Such Seller acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective representativesRepresentatives’ independent investigations, and none neither such Seller nor any of the Seller or its Affiliates or its or their respective representatives Representatives has relied on or and none are relying on any representations or warranties regarding the Buyer, any Affiliate thereof Purchaser or its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, prospects or by Purchaser’s or its Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the Transaction Documents, the subject matter thereof (including the Contemplated Transactions), any information provided or made available in connection with the Contemplated Transactions or otherwisetransactions contemplated hereby, other than the express written representations and warranties made by the Buyer of Purchaser expressly set forth in this Agreement (as and to the extent modified by the Disclosure Schedule) or any other Transaction DocumentArticle III.