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, neither Parent nor Merger Sub or other Person makes any express or implied representation or warranty with respect to Parent or Merger Sub or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement, the Merger or any of the other transactions contemplated by this Agreement, and Parent and Merger Sub hereby expressly disclaims making any such other representations or warranties. With respect to the preceding sentence, the Company hereby expressly disclaims that any of the Company or any of its respective Affiliates or Representatives has relied on or are relying on any representations or warranties regarding Parent or Merger Sub, other than the express written representations and warranties of Parent or Merger Sub expressly set forth in this Agreement, and the Company hereby further acknowledges that none of Parent, Merger Sub, any of their respective Representatives or any other Person shall have or be subject to any liability to any of the Company or any of its Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any physical or electronic form (including in any “virtual data room”) or pursuant to any management presentation, confidential memoranda, or otherwise, in expectation of this Agreement and the Merger. Notwithstanding the foregoing provisions of this Section 6.21, nothing in this Section 6.21 shall limit the Company’s remedies with respect to claims against Parent or Merger Sub for fraud or intentional or willful misrepresentation by Parent or Merger Sub in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger SubSub in this Article V and in any certificate delivered by Parent or Merger Sub pursuant to Article VII, neither Parent nor Parent, Merger Sub or nor any other Person makes any express or implied representation or warranty with respect to Parent or Merger Sub any of its Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement, Agreement or the Merger or any of the other transactions contemplated by this AgreementTransactions, and Parent and Merger Sub hereby expressly disclaims making disclaim any such other representations or warranties. With respect Parent and Merger Sub expressly disclaim reliance upon any representations, warranties or statements relating to the preceding sentence, the Company hereby expressly disclaims that any of the Company or any of its respective Affiliates Subsidiaries whatsoever, express or Representatives has relied on or are relying on implied, beyond those expressly given by the Company in Article IV and in any representations or warranties regarding Parent or Merger Sub, other than the express written representations and warranties of certificate delivered by Parent or Merger Sub expressly set forth in this Agreementpursuant to Article VII. In particular, without limiting the foregoing, neither the Company nor any other Person makes or has made, and Parent and Merger Sub each acknowledge that neither the Company hereby further acknowledges that none of nor any other Person has made, any representation or warranty to Parent, Merger Sub, Sub or any of Parent’s Affiliates or each of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or any other Person shall have or be subject prospect information relating to any liability to any of the Company or Company, any of its Affiliates or Representatives resulting from the use any of or access to any information, documents, data, instruments or materials their respective businesses that may have been made available to them in Parent, Merger Sub or any physical or electronic form of their Representatives (including in any certain “data rooms,” “virtual data room”rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions) or (b) except for the representations and warranties made by the Company in Article IV and in any certificate delivered by the Company pursuant to Article VII, any management presentationoral or written information made available to Parent or Merger Sub or any of Parent’s Affiliates or each of their Representatives in the course of their evaluation of the Company, confidential memoranda, or otherwise, in expectation the negotiation of this Agreement and or in the Mergercourse of the Transactions. Notwithstanding the foregoing provisions of this Section 6.21foregoing, nothing in this Section 6.21 5.9 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims against Parent or Merger Sub for in the event of common law fraud or intentional or willful misrepresentation arising from the express representations and warranties made by Parent or Merger Sub the Company in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement.Article IV. Exhibit 2.1

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger Subthe Company contained in this Article VI, neither Parent the Company nor Merger Sub any of its Representatives or any other Person makes any express or implied representation or warranty with respect to Parent the Company or Merger Sub any of its Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, and Parent and Merger Sub the Company hereby expressly disclaims making any such other representations or warranties. With respect to the preceding sentence, the Company Parent and Merger Sub hereby expressly disclaims disclaim that any of the Company Parent, Merger Sub or any of its their respective Affiliates or Representatives has relied on or are relying on any representations or warranties regarding Parent or Merger Subthe Company, other than the express written representations and warranties of the Company contained in this Article VI, and Parent or and Merger Sub expressly set forth in this Agreement, and the Company hereby further acknowledges acknowledge that none of Parent, Merger Subthe Company, any of their respective its Representatives or any other Person shall have or be subject to any liability to any of the Company Parent, Merger Sub or any of its their Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any physical or electronic form (including in any “virtual data room”) or pursuant to any management presentation, confidential memoranda, or otherwise, in expectation of this Agreement Agreement, the Offer and the Merger. Notwithstanding the foregoing provisions of this Section 6.216.25, nothing in this Section 6.21 6.25 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims against Parent or Merger Sub the Company for fraud or intentional or willful misrepresentation by Parent the Company or Merger Sub any of its Affiliates in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent the Company in this Agreement and Merger Subin any instrument or document delivered pursuant to this Agreement, neither Parent the Company nor Merger Sub or any other Person makes or has made any express or implied representation or warranty with respect to Parent or Merger Sub regarding the Company or any of its 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, Agreement or the Merger or any of the other transactions contemplated by this Agreement, and Parent and Merger Sub hereby the Company expressly disclaims making any such other representations or warranties. With respect to the preceding sentencewarranties and none of Parent, the Company hereby expressly disclaims that any of the Company Merger Sub or any of its their respective Affiliates or its or their respective Representatives has relied on or and none are relying on any representations or warranties regarding Parent the Company or Merger Subany of its 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 contemplated by this Agreement, other than the express written representations and warranties of Parent or Merger Sub expressly set forth in this Agreement, Agreement and the Company hereby further acknowledges that none of Parent, Merger Sub, any of their respective Representatives or any other Person shall have or be subject to any liability to any of the Company or any of its Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any physical instrument or electronic form (including in any “virtual data room”) or document delivered pursuant to any management presentationthis Agreement; provided, confidential memorandahowever, or otherwise, in expectation of this Agreement and the Merger. Notwithstanding that notwithstanding the foregoing provisions of this Section 6.215.25, nothing in this Section 6.21 5.25 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims against Parent or Merger Sub for of fraud or intentional or and willful misrepresentation by Parent or Merger Sub in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement or 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 SubSub in this Article VI and in any certificate delivered by Parent or Merger Sub pursuant to Article VIII, neither Parent nor Parent, Merger Sub or nor any other Person makes any express or implied representation or warranty with respect to Parent or Merger Sub any of its Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement, Agreement or the Merger or any of the other transactions contemplated by this AgreementTransactions, and Parent and Merger Sub hereby expressly disclaims making disclaim any such other representations or warranties. With respect Parent and Merger Sub expressly disclaim reliance upon any representations, warranties or statements relating to the preceding sentence, the Company hereby expressly disclaims that any of the Company Versum or any of its respective Affiliates Subsidiaries whatsoever, express or Representatives has relied on or are relying on implied, beyond those expressly given by Versum in Article V and in any representations or warranties regarding Parent or Merger Sub, other than the express written representations and warranties of certificate delivered by Parent or Merger Sub expressly set forth in this Agreementpursuant to Article VIII. In particular, without limiting the foregoing, neither Versum nor any other Person makes or has made, and the Company hereby further acknowledges Parent and Merger Sub each acknowledge that none of neither Versum nor any other Person has made, any representation or warranty to Parent, Merger Sub, Sub or any of Parent’s Affiliates or each of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or any other Person shall have or be subject prospect information relating to any liability to any of the Company or Versum, any of its Affiliates or Representatives resulting from the use any of or access to any information, documents, data, instruments or materials their respective businesses that may have been made available to them in Parent, Merger Sub or any physical or electronic form of their Representatives (including in any certain “data rooms,” “virtual data room”rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions) or (b) except for the representations and warranties made by Versum in Article V and in any certificate delivered by Versum pursuant to Article VIII, any management presentationoral or written information made available to Parent or Merger Sub or any of Parent’s Affiliates or each of their Representatives in the course of their evaluation of Versum, confidential memoranda, or otherwise, in expectation the negotiation of this Agreement and or in the Mergercourse of the Transactions. Notwithstanding the foregoing provisions of this Section 6.21foregoing, nothing in this Section 6.21 6.9 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims against Parent or Merger Sub for in the event of common law fraud or intentional or willful misrepresentation arising from the express representations and warranties made by Parent or Merger Sub Versum in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement.Article V.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger SubSub contained in this Article VII, neither Parent nor none of Parent, Merger Sub or any of their Representatives or any other Person makes any express or implied representation or warranty with respect to Parent or Parent, Merger Sub or any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, and Parent and Merger Sub each hereby expressly disclaims making any such other representations or warranties. With respect to the preceding sentence, the Company hereby expressly disclaims that any of the Company or any of its respective Affiliates or Representatives has relied on or are relying on any representations or warranties regarding Parent or Merger Sub, other than the express written representations and warranties of Parent or Merger Sub expressly set forth contained in this AgreementArticle VII, and the Company hereby further acknowledges that none of Parent, Merger Sub, any of their respective Representatives or any other Person shall have or be subject to any liability to any of the Company or any of its Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any physical or electronic form (including in any “virtual data room”) or pursuant to any management presentation, confidential memoranda, or otherwise, in expectation of this Agreement Agreement, the Offer and the Merger. Notwithstanding the foregoing provisions of this Section 6.217.14, nothing in this Section 6.21 7.14 shall limit the Company’s remedies against Parent or Merger Sub with respect to claims against Parent Parent, or Merger Sub for fraud or intentional or willful misrepresentation by Parent or Parent, Merger Sub or any of their Affiliates in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement.

No Other Representations or Warranties; Non-Reliance. Except for the express written (a) The representations and warranties made of Seller and the Company expressly and specifically set forth in Article IV and Article V, as qualified by Parent the Disclosure Schedules, and Merger Subany certificates delivered by Seller or the Company pursuant to Sections 3.01(d) and 3.01(e) of this Agreement, neither Parent nor Merger Sub constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or other Person makes nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of the Company, Seller or any express of their respective Non-Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or implied representation any of their respective businesses or warranty in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to Parent the accuracy or completeness of any information provided to (or otherwise acquired by) Parent, Purchaser or Merger Sub or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects Non-Recourse Parties in connection with this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreement (including, for the avoidance of doubt, 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 (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, and Parent (ii) each of Parent, Purchaser and Merger Sub hereby expressly disclaims making any such other representations and irrevocably acknowledges and agrees that he, she or warranties. With respect to the preceding sentence, the Company hereby expressly disclaims that any of the Company or any of its respective Affiliates or Representatives it has not relied on or are relying and will not rely on any representations other representations, warranties or warranties regarding Parent or Merger Sub, other than the express written representations and warranties of Parent or Merger Sub expressly set forth in this Agreementstatements (including by omission), and the Company hereby further acknowledges that (iii) none of Parent, Purchaser, Merger Sub, Sub or any of their respective Representatives or any other Person Non-Recourse Parties shall have or be subject to any liability to any of the Company or any of its Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any physical or electronic form (including in any “virtual data room”) or pursuant to any management presentation, confidential memoranda, or otherwise, in expectation of this Agreement and the Merger. Notwithstanding the foregoing provisions of this Section 6.21, nothing in this Section 6.21 shall limit the Company’s remedies claim with respect to claims against Parent 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). Parent, Purchaser and Merger Sub for fraud or intentional or willful misrepresentation by Parent or 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, arising out of or otherwise related to this Agreement and with the transactions contemplated by this Agreement (including the reasonableness 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 other Person. In connection with the transactions contemplated hereby, each of Parent, Purchaser, and Merger 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.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent the Company in this Agreement and Merger Subin any instrument or other document delivered pursuant to this Agreement, neither Parent the Company nor Merger Sub or any other Person makes makes, and the Company, on behalf of itself and each such other Person, hereby expressly disclaims, any express or implied representation or warranty with respect to Parent the Company or any of its Affiliates. None of Parent, Merger Sub or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement, the Merger or any of the other transactions contemplated by this Agreement, and Parent and Merger Sub hereby expressly disclaims making any such other representations or warranties. With respect to the preceding sentence, the Company hereby expressly disclaims that any of the Company or any of its respective Affiliates or its or their respective Representatives has relied on or and none are relying on any representations or warranties regarding Parent from the Company or Merger Subany of its Subsidiaries or any other Person in determining to enter into this Agreement, other than except for the express written representations and warranties of Parent or Merger Sub expressly set forth in this Article V or in any certificate delivered pursuant to Section 8.2(e), and, subject to and without limiting any rights under this Agreement with respect to the representations and warranties expressly made by the Company in this Article V or in any certificate delivered pursuant to Section 8.2(e) of this Agreement, and neither the Company hereby further acknowledges that none of Parent, Merger Sub, any of their respective Representatives or nor any other Person shall have or be subject to any liability to any of the Company Parent or any of its Affiliates or Representatives other Person resulting from the Company’s making available to Parent or Parent’s use of or access to such information, including any information, documents, data, instruments documents or materials material made available to them Parent in the due diligence materials provided to Parent, including in the “data room,” other management presentations (formal or informal) or in any physical or electronic other form (including in any “virtual data room”) or pursuant to any management presentation, confidential memoranda, or otherwise, in expectation of connection with the transactions contemplated by this Agreement and the MergerAgreement. Notwithstanding the foregoing provisions of this Section 6.215.22, nothing in this Section 6.21 5.22 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims against Parent or Merger Sub for of fraud or intentional or willful misrepresentation by Parent or Merger Sub in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement.Agreement or in any certificate delivered pursuant to Section 8.2(e). ARTICLE VI

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent the Company in this Agreement and Merger Subin any instrument or other document delivered pursuant to this Agreement, neither Parent the Company nor Merger Sub or any other Person makes makes, and the Company, on behalf of itself and each such other Person, hereby expressly disclaims, any express or implied representation or warranty with respect to Parent the Company or any of its Affiliates. None of Parent, Merger Sub or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement, the Merger or any of the other transactions contemplated by this Agreement, and Parent and Merger Sub hereby expressly disclaims making any such other representations or warranties. With respect to the preceding sentence, the Company hereby expressly disclaims that any of the Company or any of its respective Affiliates or its or their respective Representatives has relied on or and none are relying on any representations or warranties regarding Parent from the Company or Merger Subany of its Subsidiaries or any other Person in determining to enter into this Agreement, other than except for the express written representations and warranties of Parent or Merger Sub expressly set forth in this Article V or in any certificate delivered pursuant to Section 8.2(e), and, subject to and without limiting any rights under this Agreement with respect to the representations and warranties expressly made by the Company in this Article V or in any certificate delivered pursuant to Section 8.2(e) of this Agreement, and neither the Company hereby further acknowledges that none of Parent, Merger Sub, any of their respective Representatives or nor any other Person shall have or be subject to any liability to any of the Company Parent or any of its Affiliates or Representatives other Person resulting from the Company’s making available to Parent or Parent’s use of or access to such information, including any information, documents, data, instruments documents or materials material made available to them Parent in the due diligence materials provided to Parent, including in the “data room,” other management presentations (formal or informal) or in any physical or electronic other form (including in any “virtual data room”) or pursuant to any management presentation, confidential memoranda, or otherwise, in expectation of connection with the transactions contemplated by this Agreement and the MergerAgreement. Notwithstanding the foregoing provisions of this Section 6.215.22, nothing in this Section 6.21 5.22 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims against Parent or Merger Sub for of fraud or intentional or willful misrepresentation by Parent or Merger Sub in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this AgreementAgreement or in any certificate delivered pursuant to Section 8.2(e).

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent the Company in this Agreement and Merger Subin any instrument or other document delivered pursuant to this Agreement, neither Parent the Company nor Merger Sub or any other Person makes or has made any express or implied representation or warranty with respect to Parent or Merger Sub regarding the Company or any of its 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, Agreement or the Merger or any of the other transactions contemplated by this Agreement, and Parent and Merger Sub hereby the Company expressly disclaims making any such other representations or warranties. With respect to the preceding sentencewarranties and Parent acknowledges and agrees that none of Parent, the Company hereby expressly disclaims that any of the Company Merger Sub or any of its their respective Affiliates or its or their respective Representatives has relied on or and none are relying on any representations or warranties regarding Parent the Company or Merger Subany of its 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 contemplated by this Agreement, other than the express written representations and warranties of Parent or Merger Sub expressly set forth in this Agreement, Agreement and the Company hereby further acknowledges that none of Parent, Merger Sub, any of their respective Representatives or any other Person shall have or be subject to any liability to any of the Company or any of its Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any physical instrument or electronic form (including in any “virtual data room”) or other document delivered pursuant to any management presentationthis Agreement; provided, confidential memorandahowever, or otherwise, in expectation of this Agreement and the Merger. Notwithstanding that notwithstanding the foregoing provisions of this Section 6.215.25, nothing in this Section 6.21 5.25 shall limit the CompanyParent’s or Merger Sub’s remedies with respect to claims against Parent or Merger Sub for of fraud or intentional or willful misrepresentation by Parent or Merger Sub Willful Breach in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement or 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 SubSub in this Agreement and in any instrument or document delivered pursuant to this Agreement, neither Parent nor none of Parent, Merger Sub or any other Person makes or has made any express or implied representation or warranty with respect to Parent or 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, Agreement or the Merger or any of the other transactions contemplated by this Agreement, and each of Parent and Merger Sub hereby expressly disclaims making any such other representations or warranties. With respect to the preceding sentence, the Company hereby expressly disclaims that any warranties and none of the Company or any of its respective Affiliates or its or their respective Representatives has relied on or and none are relying on any representations or warranties regarding Parent Parent, Merger Sub or Merger Subany 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 contemplated by this Agreement, other than the express written representations and warranties of Parent or Merger Sub expressly set forth in this Agreement, Agreement and the Company hereby further acknowledges that none of Parent, Merger Sub, any of their respective Representatives or any other Person shall have or be subject to any liability to any of the Company or any of its Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any physical instrument or electronic form (including in any “virtual data room”) or document delivered pursuant to any management presentationthis Agreement; provided, confidential memorandahowever, or otherwise, in expectation of this Agreement and the Merger. Notwithstanding that notwithstanding the foregoing provisions of this Section 6.216.12, nothing in this Section 6.21 6.12 shall limit the Company’s remedies with respect to claims against Parent or Merger Sub for of fraud or intentional or and willful misrepresentation by Parent or Merger Sub in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement or 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 SubWarehouse Technologies in this Article II or in Warrant No. 3, neither Parent Warehouse Technologies nor Merger Sub or any other Person makes any express or implied representation or warranty with respect to Parent or Merger Sub regarding 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 or its or their respective Representatives in connection with this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreementhereby, and Parent and Merger Sub hereby Warehouse Technologies expressly disclaims making any such other representations or warranties. With respect to warranties and Walmart acknowledges and agrees that it has relied solely on the preceding sentenceresults of its and its Affiliates’ and their respective Representatives’ independent investigations, the Company hereby expressly disclaims that any and none of the Company Walmart or any of its respective Affiliates or its or their respective Representatives has relied on or and none are relying on any representations or warranties regarding Parent Warehouse Technologies or Merger Subany of its Subsidiaries or any of its or their respective businesses (including, for the avoidance of doubt, the Business), operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated hereby, other than the express written representations and warranties of Parent or Merger Sub expressly set forth in this AgreementArticle II; provided, and the Company hereby further acknowledges however, that none of Parent, Merger Sub, any of their respective Representatives or any other Person shall have or be subject to any liability to any of the Company or any of its Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any physical or electronic form (including in any “virtual data room”) or pursuant to any management presentation, confidential memoranda, or otherwise, in expectation of this Agreement and the Merger. Notwithstanding notwithstanding the foregoing provisions of this Section 6.212.7, nothing in this Section 6.21 2.7 shall limit the CompanyWalmart’s remedies with respect to claims against Parent or Merger Sub for of intentional fraud or intentional or willful misrepresentation by Parent or Merger Sub 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 Warehouse Technologies in this Agreement and the transactions contemplated by this AgreementArticle II.

No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Parent and Merger SubSub in this Agreement and in any instrument or other document delivered pursuant to this Agreement, neither Parent nor none of Parent, Merger Sub or any other Person makes or has made any express or implied representation or warranty with respect to Parent or 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, Agreement or the Merger or any of the other transactions contemplated by this Agreement, and each of Parent and Merger Sub hereby expressly disclaims making any such other representations or warranties. With respect to the preceding sentence, warranties and the Company hereby expressly disclaims acknowledges and agrees that any none of the Company or any of its respective Affiliates or its or their respective Representatives has relied on or and none are relying on any representations or warranties regarding Parent Parent, Merger Sub or Merger Subany 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 contemplated by this Agreement, other than the express written representations and warranties of Parent or Merger Sub expressly set forth in this Agreement, Agreement and the Company hereby further acknowledges that none of Parent, Merger Sub, any of their respective Representatives or any other Person shall have or be subject to any liability to any of the Company or any of its Affiliates or Representatives resulting from the use of or access to any information, documents, data, instruments or materials made available to them in any physical instrument or electronic form (including in any “virtual data room”) or other document delivered pursuant to any management presentationthis Agreement; provided, confidential memorandahowever, or otherwise, in expectation of this Agreement and the Merger. Notwithstanding that notwithstanding the foregoing provisions of this Section 6.21, 6.9 nothing in this Section 6.21 6.9 shall limit the Company’s remedies with respect to claims against Parent or Merger Sub for of fraud or intentional or willful misrepresentation by Parent or Merger Sub Willful Breach in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement or any instrument or other document delivered pursuant to this Agreement.