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

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Sub in this Agreement or in any instrument or other document delivered pursuant to this Agreement, none of Parent, Merger Sub or any other Person makes any express or implied representation or warranty regarding Parent, 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 or its or their respective Representatives in connection with this Agreement or the Transactions, and each of Parent and Merger Sub expressly disclaims any other representations or warranties and the Company 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 Company or its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Parent, 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 or its or their 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 Parent and Merger Sub in Agreement or in any instrument or other document delivered pursuant to this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Sub such Seller in this Agreement or in any instrument or other document delivered pursuant to this AgreementArticle II, none of Parent, Merger Sub or neither such Seller nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding Parentthe Subject Shares, Merger Sub such Seller, Symbotic, Symbotic Holdings or any of their respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, and such Seller expressly disclaims any other representation and warranties. Such Seller acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and neither such Seller nor any of its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Purchaser or its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or by Purchaser’s or its or their Affiliates’ and Subsidiaries’ respective Representatives in connection with this Agreement or the Transactions, and each of Parent and Merger Sub expressly disclaims any other representations or warranties and the Company 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 Company or its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Parent, 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 or its or their respective Representativestransactions contemplated hereby, other than the express written representations and warranties of Purchaser 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 Parent and Merger Sub in Agreement or in any instrument or other document delivered pursuant to this AgreementArticle III.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Sub Purchaser in this Agreement or in any instrument or other document delivered pursuant to this AgreementArticle III, none of Parent, Merger Sub or neither Purchaser nor any other Person (including any of its or their respective Representatives) makes any express or implied representation or warranty regarding Parent, Merger Sub Purchaser or any of their respective its Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the Transactionstransactions contemplated hereby, and each of Parent and Merger Sub Purchaser expressly disclaims any other representations or warranties representation and the Company warranties. Purchaser acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and its and their respective Representatives’ independent investigations, and none neither Purchaser nor any of the Company or its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Parentthe Symbotic Common Units, Merger Sub the shares of Symbotic Class V-1 Common Stock, the shares of Symbotic Class V-3 Common Stock or the Subject Shares or Symbotic, Symbotic Holdings, Sellers or any of their respective Affiliates or Subsidiaries or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its by Sellers’ or their Affiliates’ and Subsidiaries’ respective RepresentativesRepresentatives in connection with this Agreement or the transactions contemplated hereby, other than the express written representations and warranties of Seller 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 Parent and Merger Sub in Agreement or in any instrument or other document delivered pursuant to this AgreementArticle II.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Sub the Company in this Agreement or in any instrument or other document delivered pursuant to this Agreement, none of Parent, Merger Sub or neither the Company nor any other Person makes any express or implied representation or warranty regarding Parent, Merger Sub the Company 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 or its or their respective Representatives in connection with this Agreement or the Transactions, and each of Parent and Merger Sub the Company expressly disclaims any other representations or warranties and the Company acknowledges each of Parent and agrees Merger Sub acknowledge and agree that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigations, and none of the Company Parent, Merger Sub or its any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Parent, Merger Sub the Company 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 or its or their respective RepresentativesRepresentatives in connection with this Agreement or the Transactions, 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 6.105.23, nothing in this Section 6.10 5.23 shall limit the CompanyParent’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 Parent and Merger Sub the Company in this Agreement or in any instrument or other document delivered pursuant to this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Sub the Company in this Agreement or Article IV and in any instrument or other document certificate delivered pursuant to this Agreement, none of Parent, Merger Sub or neither the Company nor any other Person makes any express or implied representation or warranty regarding Parent, Merger Sub the Company 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 or its or their respective Representatives in connection with this Agreement or the Transactions, and each of Parent and Merger Sub the Company expressly disclaims any other representations or warranties warranties. Each of Parent and the Company acknowledges Merger Sub acknowledges, and agrees agrees, that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigationsinvestigations and the express written representations and warranties made by the Company in this Article IV and in any other certificate or instrument delivered pursuant to this Agreement, and none of the Company Parent, Merger Sub or its any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Parent, Merger Sub the Company 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 or its or their respective RepresentativesRepresentatives in connection with this Agreement or the Transactions, other than the express written representations and warranties expressly set forth in this Agreement or Article IV and in any instrument or other document certificate delivered pursuant to this Agreement; provided, however, that notwithstanding . The Company acknowledges and agrees with the foregoing terms and provisions of this set forth in 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 Parent and Merger Sub in Agreement or in any instrument or other document delivered pursuant to this Agreement5.9.

No Other Representations or Warranties; Non-Reliance. (a) Except for the express written representations and warranties made by Parent and Merger Sub the Company in this Agreement or Article IV and in any instrument or other document certificate delivered pursuant to this Agreement, none of Parent, Merger Sub or neither the Company nor any other Person makes any express or implied representation or warranty regarding Parent, Merger Sub the Company 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 or its or their respective Representatives in connection with this Agreement or the Transactions, and each of Parent and Merger Sub the Company expressly disclaims any other representations or warranties warranties. Each of Public Parent, Parent and the Company acknowledges Xxxxxx Sub acknowledges, and agrees agrees, that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigationsinvestigations and the express written representations and warranties made by the Company in this Article IV and in any other certificate or instrument delivered pursuant to this Agreement, and none of the Company Public Parent, Parent, Merger Sub or its any of their respective Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Parent, Merger Sub the Company 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 or its or their respective RepresentativesRepresentatives in connection with this Agreement or the Transactions, other than the express written representations and warranties expressly set forth in this Agreement or Article IV and 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 Parent and Merger Sub in Agreement or in any instrument or other document certificate delivered pursuant to this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Sub Walmart in this Agreement Article III or in any instrument or other document delivered pursuant to this AgreementWarrant No. 3, none of Parent, Merger Sub or neither Walmart nor any other Person makes any express or implied representation or warranty regarding Parent, Merger Sub 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 or its or their respective Representatives in connection with this Agreement or the Transactionstransactions contemplated hereby, and each of Parent and Merger Sub Walmart expressly disclaims any other representations or warranties and the Company Warehouse Technologies 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 Company Warehouse Technologies or any of its Affiliates or its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Parent, Merger Sub 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 or its or their respective RepresentativesRepresentatives in connection with this Agreement or the transactions contemplated hereby, other than the express written representations and warranties expressly set forth in this Agreement Article III or in any instrument or other document delivered pursuant to this AgreementWarrant No. 3; provided, however, that notwithstanding the foregoing provisions of this Section 6.103.7, nothing in this Section 6.10 3.7 shall limit the Company’s 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 Parent and Merger Sub Walmart in Agreement or in any instrument or other document delivered pursuant to this AgreementArticle III.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Sub the SB Group in this Agreement Article III or in any instrument or other document delivered pursuant to this Agreementthe Ancillary Agreements, none of Parent, Merger Sub or neither the SB Group nor any other Person makes any express or implied representation or warranty regarding Parent, Merger Sub the SB Group 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 or its or their respective Representatives in connection with this Agreement or the Transactions, and each of Parent and Merger Sub the SB Group expressly disclaims any other representations or warranties and each of the Company Symbotic Group and GreenBox 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 Company Symbotic Group or its Affiliates GreenBox or its any of their respective Affiliates, or their or their Affiliates’ respective Representatives Representatives, has relied on and none are relying on any representations or warranties regarding Parent, Merger Sub the SB Group 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 or its or their respective RepresentativesRepresentatives in connection with this Agreement or the Transactions, 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 AgreementArticle III; provided, however, that notwithstanding the foregoing provisions of this Section 6.103.9, nothing in this Section 6.10 3.9 shall limit the CompanySymbotic Group’s or GreenBox’s remedies with respect to claims of fraud or intentional or willful misrepresentation Fraud in connection with, arising out of or otherwise related to the express written representations and warranties made by Parent and Merger Sub the SB Group in Agreement or in any instrument or other document delivered pursuant to this AgreementArticle III.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Sub the Symbotic Group in this Agreement Article II or in any instrument or other document delivered pursuant to this Agreementthe Ancillary Agreements, none of Parent, Merger Sub or neither the Symbotic Group nor any other Person makes any express or implied representation or warranty regarding Parent, Merger Sub Symbotic 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 or its or their respective Representatives in connection with this Agreement or the Transactions, and each of Parent and Merger Sub the Symbotic Group expressly disclaims any other representations or warranties and each of the Company SB Group and GreenBox 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 Company SB Group or its Affiliates GreenBox or its any of their respective Affiliates, or their or their Affiliates’ respective Representatives Representatives, has relied on and none are relying on any representations or warranties regarding Parent, Merger Sub Symbotic 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 or its or their respective RepresentativesRepresentatives in connection with this Agreement or the Transactions, 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 AgreementArticle II; provided, however, that notwithstanding the foregoing provisions of this Section 6.102.9, nothing in this Section 6.10 2.9 shall limit the CompanySB Group’s or GreenBox’s remedies with respect to claims of fraud or intentional or willful misrepresentation Fraud in connection with, arising out of or otherwise related to the express written representations and warranties made by Parent and Merger Sub the Symbotic Group in Agreement or in any instrument or other document delivered pursuant to this AgreementArticle II.