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

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers, or any of Sellers’ or their Affiliates respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), each Seller (ia) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iib) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller makes Sellers make no representations or warranties to Parent or Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule shall schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to SellerSellers, its Affiliates, to the extent applicableSubsidiaries, the Business, the Purchased Assets, Assets and the Assumed Liabilities Liabilities, or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by a Seller, any Affiliate of Seller Sellers or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article V hereof (as modified by the Seller Schedules hereto), Seller Sellers (i) expressly disclaims disclaim and negates negate any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto)V, neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities Liabilities, or the transactions contemplated by this AgreementTransactions, and Seller each disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller Seller, or any of their Seller’s or its Affiliates’ respective members, shareholders, managers, officers, directors, employees, agents agents, representatives, or representativesadvisors. Except for the representations and warranties contained in Article V hereof (as modified by the Seller any Schedules hereto), Seller each (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any manager, director, officer, employee, agent, consultant, member, shareholder, or representative of Seller or any an Affiliate of its AffiliatesSeller). Except for the representations and warranties contained in Article V hereof, Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V III (as modified by the Seller Schedules hereto), neither Seller nor the Letter of Transmittal or Support Agreements, none of the Company, any Company Subsidiary, any Equity Holder or any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableCompany, the BusinessCompany Subsidiaries, the Purchased Assets, the Assumed Liabilities Equity Holders or the transactions contemplated by this Agreement, and Seller the Company disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser Buyer or its Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser Buyer by any director, officer, employee, agent, consultant, or representative of Seller the Company or the Equity Holders or any of its their respective Affiliates). Seller Except as expressly set forth in Article III (as modified by the Schedules hereto), the Company makes no representations representation or warranties warranty to Purchaser Buyer regarding the probable success or future profitability of the BusinessGroup Companies. The disclosure Except as expressly set forth herein, the condition of the assets of the Group Companies shall be “as is” and “where is” and the Company makes no warranty of merchantability, suitability, fitness for a particular purpose or quality with respect to any of the tangible assets of any matter Group Company or item as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. It is understood that any Due Diligence Materials (as defined in any Seller Schedule Section 4.9(a)) made available to Buyer or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions to, directly or indirectly, contain representations or warranties of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the DeedCompany or its Affiliates or their respective Representatives.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V Section 3 (as modified by the Seller Schedules hereto)) or any Transaction Document, neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the BusinessSellers, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this AgreementTransactions, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers, or any of Sellers’ or their Affiliates’ respective officers, directors, employees, agents or representativesRepresentatives. Except for the representations and warranties contained in Article V hereof Section 3 (as modified by the Seller Schedules hereto)) or any Transaction Document, each Seller (ia) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iib) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative Representative of Seller Sellers or any of its Affiliates). Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Section of the Schedule shall will, if not otherwise required to be set forth thereon by the terms of this Agreement, not be deemed to constitute an acknowledgment that any such matter is required to be discloseddisclosed or is material or that such matter could result in a Material Adverse Effect with respect to the Sellers. The terms Sellers acknowledge that except for the representations and conditions warranties made by Purchaser in Section 4, Purchaser does not make (and neither Sellers nor any other Person has not relied upon) any representations or warranties on behalf of Purchaser. Sellers acknowledge and agree that they (i) have been afforded the opportunity to ask questions of and receive answers from officers and other key employees of Purchaser and (ii) have conducted their own independent investigation of Purchaser, and have not relied on any representation, warranty or other statement by any Person on behalf of Purchaser, other than the representations and warranties of Purchaser expressly contained in Section 4, and that all other representations and warranties are specifically disclaimed. Notwithstanding the foregoing, nothing contained in this Section 5.19 shall expressly survive the Closing, not merge with the provisions limit or otherwise impair in any manner Sellers’ right to make a claim for breach of any closing documentsTransaction Document, and shall be incorporated into the Deedactual fraud or willful misconduct.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V IV (as modified by the Seller Schedules heretoCompany Disclosure Letter), neither Seller Parent, NII Telecom nor any other Person the Company makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableEntities, the BusinessShares, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller the Company disclaims any other representations or warranties, whether made by Sellerthe Company, any Affiliate of Seller the Company, or any of the Company or their Affiliates’ respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article V hereof IV (as modified by the Seller Schedules heretoCompany Disclosure Letter), Seller Parent, NII Telecom and the Company (ia) expressly disclaims disclaim and negates negate any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) Shares and (iib) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser Investor or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser Investor by any director, officer, employee, agent, consultant, or representative of Seller Parent, NII Telecom, the Company or any of its their Affiliates). Seller None of Parent, NII Telecom or the Company makes no any representations or warranties to Purchaser Investor regarding the probable success or profitability of the BusinessEntities. The disclosure of any matter or item in any Seller Schedule shall schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be discloseddisclosed or is material or that such matter would reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. 4.35 Parent Cash Schedule. The terms Parent Cash Schedule is true and conditions of this Section 5.19 shall expressly survive correct in all material respects and is not misleading as at the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the DeedParent Cash Schedule Date.

No Other Representations or Warranties; Schedules. (a) Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller the Company nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableCompany, the Casino Business, the Purchased AssetsAssets (including the value, condition or use of any Purchased Asset), the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims the Company disclaim any other representations or warranties, whether made by Sellerthe Company, any Affiliate of Seller the Company or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article V hereof (as modified by the Seller Schedules hereto), Seller the Company (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, statute or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models the probable success or samples profitability of materials) the ownership, use or operation of the Purchased Assets by Purchaser after the Closing), and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, statement or information made, communicated, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, projection or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, consultant or representative of Seller the Company or any of its Affiliates). Seller The Company makes no representations or warranties to Purchaser regarding the probable success or future profitability of the Casino Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed in and of itself to constitute an acknowledgment that any such matter is required to be discloseddisclosed or is material or that such matter would result in a Material Adverse Effect. (b) In connection with Purchaser’s review of the Company and the Purchased Assets, Purchaser has received or may receive from the Company certain projections, forward-looking statements and other forecasts and certain business plan information. The terms Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such estimates, projections and conditions other forecasts and plans, (ii) Purchaser is familiar with such uncertainties, (iii) Purchaser is taking full responsibility for making its own evaluation of this Section 5.19 shall expressly survive the Closingadequacy and accuracy of all estimates, not merge with projections and other forecasts and plans so furnished to it (including the provisions reasonableness of any closing documentsthe assumptions underlying such estimates, projections, forecasts or plans), and (iv) Purchaser shall be incorporated into have no claim against the DeedCompany with respect thereto. Accordingly, Purchaser acknowledges that the Company makes no representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V or elsewhere in this Agreement or in the Transfer Documents (as modified by the Seller Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the SkyGuard Business, the Purchased AssetsAssets (in each instance except for the FleetHawk Business portion thereof), the Assumed Liabilities (except for the FleetHawk Business portion thereof) or the transactions contemplated by this AgreementAgreement (except for the FleetHawk Business portion thereof), and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof or elsewhere in this Agreement or the Transfer Documents (as modified by the Seller Schedules heretohereto as supplemented or amended), Seller (i) expressly disclaims and negates any representation or warranty, expressed express or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the AVL Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules heretoDisclosure Schedule), neither Seller Sellers nor any other Person makes make any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by SellerSellers, any Affiliate of a Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules heretoDisclosure Schedule), Seller Sellers (i) expressly disclaims disclaim and negates negate any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) make no representations or warranties whatsoever to Purchaser and hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its their respective Affiliates). Seller makes Sellers make no representations or warranties to Purchaser regarding financial projections or forecasts with respect to the Business, or the probable success or profitability of the Business. The disclosure of any matter or item in any Seller schedule of the Disclosure Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be discloseddisclosed or is material or that such matter would result in a Material Adverse Effect. The terms and conditions Notwithstanding the foregoing provisions of this Section 5.19 5.24, nothing in this Section 5.24 shall expressly survive the Closingbe deemed to waive, not merge release, restrict, prohibit or otherwise limit any rights or remedies of Purchaser in connection with the provisions or arising out of any closing documents, common law actual fraud of Sellers in connection with making the representations and shall be incorporated into warranties of Sellers contained in Article V hereof (as modified by the DeedDisclosure Schedule).

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Disclosure Schedules heretoand/or the Company SEC reports filed with the SEC prior to the Execution Date), neither Seller none of the Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this AgreementTransactions, and each Seller disclaims any other representations or warranties, whether made by Sellerthe Sellers, any Affiliate of Seller the Sellers, or any of the Sellers’ or their Affiliates’ respective officers, directors, employees, agents or representativesRepresentatives. Except for the representations and warranties contained in this Article V hereof (as modified by the Seller Disclosure Schedules heretoand/or the Company SEC reports filed with the SEC prior to the Execution Date), each Seller (ia) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iib) hereby disclaims all liability Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser or any of its Representatives by any director, officer, employee, agent, consultant, or representative Representative of Seller the Sellers or any of its Affiliates). Seller makes The Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the BusinessPurchased Assets or the use thereof. The disclosure of any matter or item in any Seller Schedule shall hereto will not be deemed to constitute an acknowledgment that any such matter is required to be discloseddisclosed or is material or that such matter, individually or in the aggregate, could result in a Seller Material Adverse Effect. The terms Sellers acknowledge and conditions of this Section 5.19 shall expressly survive agree to sell the Closing, not merge with Purchased Assets and the provisions Business without reliance upon any express or implied representations or warranties of any closing documentsnature made by or on behalf of or imputed to Purchaser, and shall be incorporated into the Deedexcept as expressly set forth in this Agreement.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Exteriors Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this AgreementTransactions, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers, or any of Sellers’ or their Affiliates respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), Sellers makes no representations or warranties to Purchaser regarding the probable success or profitability of the Exteriors Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Material Adverse Change.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V Agreement (as modified by the Seller Schedules heretoDisclosure Schedules), any Ancillary Agreement or any certificate given in connection with the Closings, neither Seller Assignors nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableAssignors, the Business, the Purchased Transferred Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims Assignors disclaim any other representations or warranties, whether made by SellerAssignors, any Affiliate of Seller Assignors or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof Agreement (as modified by the Seller Schedules heretoDisclosure Schedules), Seller any Ancillary Agreement or any certificate given in connection with the Closings, Assignors (i) expressly disclaims disclaim and negates negate any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Transferred Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) ), and (ii) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser NB Group or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser NB Group by any director, officer, employee, agent, consultant, or representative of Seller Assignors or any of its their Affiliates). Seller makes Except as may be otherwise expressly set forth in this Agreement (as modified by the Disclosure Schedules), any Ancillary Agreement or any certificate given in connection with the Closings, Assignors make no representations or warranties to Purchaser NB Group regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule of the Disclosure Schedules shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a material adverse effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V 6 (as modified by the Seller Schedules hereto), neither Seller nor none of Sellers or any other Person makes any other express or implied representation or warranty with respect to SellerSellers, its Affiliates, to the extent applicableSubsidiaries, the Business, the Purchased Assets, the Assumed Liabilities Liabilities, the Purchased Shares or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V 6 hereof (as modified by the Seller Schedules hereto), Seller Sellers (i) expressly disclaims and negates disclaim any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets or the Purchased Shares (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its their Affiliates). Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto)) and the Hybrid Agency Agreement, neither Seller Sellers nor any other Person makes any other express or implied representation or warranty with respect to SellerSellers, its Affiliates, to the extent applicable, the BusinessSellers’ respective businesses, the Purchased Assets, the Closing Store Assets, the Assumed Liabilities or the transactions contemplated by this AgreementTransactions, and each Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of such Seller or any of their respective such Seller’s Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto)) and in the Hybrid Agency Agreement, each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, statute or otherwise, relating to the condition of the Purchased Assets or Closing Store Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, statement or information made, communicated, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, projection or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, consultant or representative of Seller or any of its AffiliatesSeller). Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the BusinessSellers’ respective businesses. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the BusinessSellers’ business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this AgreementTransactions, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers, or any of Sellers’ or their Affiliates respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), Sellers makes no representations or warranties to Purchaser regarding the probable success or profitability of the BusinessSellers’ business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSubsidiaries, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a material adverse effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto)IV, neither Seller Sxxxxxx Company, the Company, Opco nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSxxxxxx Company, the BusinessCompany, Opco or their respective Subsidiaries, the Purchased Assets, the Assumed Liabilities Business or the transactions contemplated by this Agreement, and Seller each of Sxxxxxx Company, the Company and Opco disclaims any other representations or warranties, whether made by SellerSxxxxxx Company, the Company, any Affiliate of Seller the Company, or any of the Company’s or their Affiliates’ respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by IV, each of Sxxxxxx Company, the Seller Schedules hereto), Seller Company and Opco (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets its assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, statement or information made, communicated, or furnished (orally or in writing) to the Purchaser Entities or its their Affiliates or representatives (including any opinion, information, projection, projection or advice that may have been or may be provided to the Purchaser Entities by any director, officer, employee, agent, consultant, or representative of Seller the Company or any of its Affiliates). Seller makes Sxxxxxx Company and the Company make no representations or warranties to the Purchaser Entities regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Company Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the express representations and warranties contained in this Article V Agreement (as modified by the Seller Schedules hereto)) and in the Ancillary Agreements and any other document, certificate or agreement entered into or delivered pursuant hereto or thereto, neither Seller Sellers nor any other Person makes any other express or implied representation or warranty or condition with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased AssetsAssets (including, without limitation, the value, condition or use of any Purchased Asset), the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers or any of their respective officers, directors, employees, agents or representatives. Except for the express representations and warranties contained in Article V hereof this Agreement (as modified by the Seller Schedules hereto)) and in the Ancillary Agreements and any other document, certificate or agreement entered into or delivered pursuant hereto or thereto, each Seller (i) expressly disclaims and negates any representation or warrantywarranty or condition, expressed or implied, at common law, by statute, statute or otherwise, relating to the condition of the Purchased Assets (including including, without limitation, any implied or expressed warranty or condition of merchantability or fitness for a particular purpose, or of conformity to models the probable success or samples profitability of materials) the ownership, use or operation of the Purchased Assets by Purchaser after the Closing), and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, statement or information made, communicated, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or representatives in respect of the Business (including including, without limitation, any opinion, information, projection, projection or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, consultant or representative of any Seller or any of its their Affiliates), other than liability for fraud or intentional misrepresentation. Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or future profitability of the Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller none of the Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller the Sellers disclaims any other representations or warranties, whether made by Sellerthe Sellers, any Affiliate of Seller their Affiliates or any of their respective officers, directors, employees, agents or representativesother Representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser or its Representatives by any director, officer, employee, agent, consultant, or representative other Representative of Seller the Sellers or any of its their Affiliates). Seller makes The Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V III (as modified by the Seller Schedules heretoSchedules, as supplemented and amended), neither Seller nor none of the Group Companies, any Company Stockholder, any Company Securityholder or any other Person makes any other express or implied representation or warranty with respect to Sellerthe Group Companies, its Affiliatesany Company Stockholder, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities any Company Securityholder or the transactions contemplated by this Agreement, and Seller the Company disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser the Parent Parties or its their respective Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser the Parent Parties by any director, officer, employee, agent, consultant, or representative of Seller the Company, the Company Stockholders, the Company Securityholders or any of its their respective Affiliates). Seller The Company makes no representations representation or warranties warranty to Purchaser the Parent Parties regarding the probable success or future profitability of the BusinessGroup Companies. The disclosure Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), the condition of the assets of the Group Companies shall be “as is” and “where is” and the Company expressly disclaims and makes no warranty of merchantability, suitability, fitness for a particular purpose or quality with respect to any of the tangible assets of any matter Group Company or item in as to the condition or workmanship thereof or the absence of any Seller Schedule defects therein, whether latent or patent. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions to, directly or indirectly, contain representations or warranties of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the DeedCompany or its Affiliates or their respective Representatives.

No Other Representations or Warranties; Schedules. Except for the -------------------------------------------------- representations and warranties contained in this Article V or in any of the documents executed by Seller in connection with the transactions contemplated by this Agreement (as modified by the Seller Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article V or in any of the documents executed by Seller in connection with the transactions contemplated by this Agreement hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall disclosed or is material or that such matter would reasonably be incorporated into the Deedlikely to result in a Material Adverse Effect.

No Other Representations or Warranties; Schedules. (a) Except for the representations and warranties contained in this Article ARTICLE V (as modified by the Seller Schedules hereto), neither the Seller nor any other Person makes any other express or implied representation or warranty with respect to the Seller, its Affiliates, to the extent applicable, the Casino Business, the Purchased AssetsAssets (including the value, condition or use of any Purchased Asset), the Assumed Liabilities or the transactions contemplated by this Agreement, and the Seller disclaims any other representations or warranties, whether made by the Seller, any Affiliate of the Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article this ARTICLE V hereof (as modified by the Seller Schedules hereto), the Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, statute or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models the probable success or samples profitability of materials) the ownership, use or operation of the Purchased Assets by Purchaser after the Closing), and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, statement or information made, communicated, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, projection or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, consultant or representative of the Seller or any of its Affiliates). The Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Casino Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be discloseddisclosed or is material or that such matter would result in a Material Adverse Effect. (b) In connection with Purchaser’s review of the Seller and the Purchased Assets, Purchaser has received or may receive from the Seller certain projections, forward-looking statements and other forecasts and certain business plan information. The terms Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such estimates, projections and conditions other forecasts and plans, (ii) Purchaser is familiar with such uncertainties, (iii) Purchaser is taking full responsibility for making its own evaluation of this Section 5.19 shall expressly survive the Closingadequacy and accuracy of all estimates, not merge with projections and other forecasts and plans so furnished to it (including the provisions reasonableness of any closing documentsthe assumptions underlying such estimates, projections, forecasts or plans), and (iv) Purchaser shall be incorporated into have no claim against anyone with respect thereto, except in the Deedcase of fraud, willful misconduct, recklessness, or gross negligence. Accordingly, Purchaser acknowledges that the Seller makes no representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules heretoDisclosure Schedules), neither Seller nor any other Person makes any other express or implied representation or warranty whether express or implied, written or oral, with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this AgreementContemplated Transactions, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller its Affiliates or any of their respective officers, directors, members, employees, agents agents, consultants or representativesother Representatives. Except for the representations and warranties contained in this Article V hereof (as modified by the Seller Schedules heretoDisclosure Schedules), Seller (ia) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iib) hereby disclaims all liability Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser or its Representatives by any director, officer, member, employee, agent, consultant, consultant or representative other Representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. Seller makes no implied representation or warranty as to the condition, merchantability, usage, suitability or fitness for any particular purpose with respect to the Purchased Assets except for the representations and warranties contained in this Article V (as modified by the Seller Disclosure Schedules). The disclosure of any matter or item in any Section of the Seller Disclosure Schedule shall not be deemed to constitute an acknowledgment that any such matter is required to be discloseddisclosed or is material or that such matter would result in a Material Adverse Effect. The representations and warranties of Seller in this Agreement are for diligence purposes and constitute conditions to Closing pursuant to the terms of Section 10.1(a) hereof and conditions of this Section 5.19 shall expressly do not survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deedhowever their disclaimers survive.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V IV (as modified by the Seller Schedules hereto)Parent Disclosure Schedules) and in any Ancillary Agreement, neither Seller nor any other Person none of Parent or Merger Sub makes any other express or implied representation or warranty with respect to SellerParent, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities Merger Sub or the transactions contemplated by this Agreement, and Seller each of Parent and Merger Sub disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any other representation, warranty, projection, forecast, statement, warranty or information made, communicated, or furnished (orally or in writing) to Purchaser the Company, any Equity Holder or its their respective Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser the Company or Equity Holder by any director, officer, employee, agent, consultant, shareholder or representative of Seller Parent or Merger Sub or any of its their respective Affiliates). Seller Neither Parent nor Merger Sub makes no representations any representation or warranties warranty to Purchaser the Company or any Equity Holder regarding the probable success or future profitability of Parent, Merger Sub or the Business. The disclosure of any matter or item Group Companies except for the representations and warranties contained in this Article IV (as modified by the Parent Disclosure Schedules) and in any Seller Schedule Ancillary Agreement. It is understood that any Due Diligence Materials made available to the Company, any Equity Holder or their respective Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to constitute an acknowledgment that to, directly or indirectly, contain representations or warranties of Parent, Merger Sub or their respective Affiliates or their respective Representatives except for the representations and warranties contained in this Article IV (as modified by the Parent Disclosure Schedules) and in any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the DeedAncillary Agreement.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V IV (as modified by the Seller Schedules heretoCompany Disclosure Letter), neither Seller Parent, NII Telecom nor any other Person the Company makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableEntities, the BusinessShares, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller the Company disclaims any other representations or warranties, whether made by Sellerthe Company, any Affiliate of Seller the Company, or any of the Company or their Affiliates’ respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article V hereof IV (as modified by the Seller Schedules heretoCompany Disclosure Letter), Seller Parent, NII Telecom and the Company (ia) expressly disclaims disclaim and negates negate any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) Shares and (iib) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser Investor or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser Investor by any director, officer, employee, agent, consultant, or representative of Seller Parent, NII Telecom, the Company or any of its their Affiliates). Seller None of Parent, NII Telecom or the Company makes no any representations or warranties to Purchaser Investor regarding the probable success or profitability of the BusinessEntities. The disclosure of any matter or item in any Seller Schedule shall schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive disclosed or is material or that such matter would reasonably be expected to result, individually or in the Closingaggregate, not merge with the provisions of any closing documents, and shall be incorporated into the Deedin a Company Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Stamping Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this AgreementTransactions, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers, or any of Sellers’ or their Affiliates respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), Sellers makes no representations or warranties to Purchaser regarding the probable success or profitability of the Stamping Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Material Adverse Change.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V VI (as modified by the Seller Schedules hereto), neither Seller the Xxxxxxxxxxx Entities nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableXxxxxxxxxxx Entities, the Xxxxxxxxxxx Business, the Purchased Xxxxxxxxxxx Contributed Assets, the Xxxxxxxxxxx Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims the Xxxxxxxxxxx Entities disclaim any other representations or warranties, whether made by Sellerthe Xxxxxxxxxxx Entities, any Affiliate of Seller the Xxxxxxxxxxx Entities or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V VI hereof (as modified by the Seller Schedules hereto), Seller the Xxxxxxxxxxx Entities (i) expressly disclaims disclaim and negates negate any other representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Xxxxxxxxxxx Contributed Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser the Schlumberger Entities or its Affiliates the JV Companies or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser the Schlumberger Entities or the JV Companies by any director, officer, employee, agent, consultant, or representative of Seller the Xxxxxxxxxxx Entities or any of its their respective Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules heretohereto as supplemented or amended), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSubsidiaries, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules heretohereto as supplemented or amended), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives including any information memorandum and related materials distributed to Purchaser in connection with a proposed transaction involving the Business (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates), except with respect to claims based or fraud, Intentional Misrepresentation or willful misconduct and violations of Laws by Seller or its Subsidiaries. Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither the Seller Parent, the Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities any Company or the transactions contemplated by this Agreement, and the Seller disclaims Parent and the Seller disclaim any other representations or warranties, whether made by Sellerany Company, any Affiliate of the Seller Parent, the Seller or any of their respective Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), the Seller (i) expressly disclaims Parent and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) Seller hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser the Purchasers or its their Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser the Purchasers by any director, officer, employee, agent, consultant, or representative of any Company, the Seller Parent, the Seller or any of its their respective Affiliates). The Seller makes Parent and the Seller make no representations or warranties to Purchaser the Purchasers regarding the probable success or profitability of the Businessany Company. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained made by Sellers in this Article V IV (as modified by the Seller Schedules hereto), the documents delivered by a Seller at or in connection with the Closing, and in the Ancillary Agreements (including the schedules thereto), neither Seller Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers or any of their respective officers, directors, employees, agents or representatives; provided, however, that to the extent any document referred to in any Schedule hereto is delivered or made available to Buyers or their representatives, Sellers represent that such document is complete and correct in all material respects. Except for the representations and warranties contained in Article V IV hereof (as modified by the Seller Schedules hereto), the documents delivered by a Seller at or in connection with the Closing, and in the Ancillary Agreements (including the schedules thereto), each Seller (ia) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iib) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser Buyers or its their Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser Buyers by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its their Affiliates). Seller makes Sellers make no representations or warranties to Purchaser Buyers regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V Agreement (as modified by the Seller Schedules hereto), neither Seller nor (i) none of the Sellers or any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by Seller, Seller or any Affiliate of Seller Sellers or any of their respective officers, directors, employees, agents or representativesrepresentatives and (ii) the Purchased Assets are being transferred on a "where is" and, as to condition, "as is" basis. Except for the representations and warranties contained in Article V hereof this Agreement (as modified by the Seller Schedules hereto), each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser Purchasers or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser Purchasers by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller makes Sellers make no representations or warranties to Purchaser Purchasers regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the ----------------------------------------------------- representations and warranties contained in this Article V (as modified by the Seller --------- Schedules hereto), neither Seller Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller --------- Schedules hereto), Seller Sellers (i) expressly disclaims disclaim and negates negate any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its their Affiliates). Seller Sellers makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers, or any of Sellers' or their Affiliates respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller Sellers makes no representations or warranties to Parent or Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. (a) Except for the representations and warranties contained in this Article ARTICLE V (as modified by the Seller Orgenesis Disclosure Schedules hereto)) and the Ancillary Agreements, neither Seller Orgenesis nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, Ancillary Agreements or the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by SellerOrgenesis, any Affiliate of Seller Orgenesis or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article this ARTICLE V hereof (as modified by the Seller Orgenesis Disclosure Schedules hereto), Seller (i) expressly disclaims and negates any representation hereto as supplemented or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materialsamended) and (ii) the Ancillary Agreements, Orgenesis hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, omitted, communicated, or furnished (orally or in writing) to Purchaser Germfree or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser Germfree by any director, officer, employee, agent, consultant, or representative of Seller Orgenesis or any of its Affiliates)) with respect to the Purchased Assets. Seller makes no Except as otherwise expressed herein (including the representations made in this ARTICLE V) and the Ancillary Agreements, Germfree is acquiring the Purchased Assets on an as-is, where-is basis. (b) Nothing contained in this Agreement shall be construed as a warranty, either express or warranties to Purchaser regarding implied, on the probable success part of Germfree that the development or profitability of the Business. The disclosure commercialization of any matter or item in any Seller Schedule shall not Licensed IP will be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deedsuccessful.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by IV, the Seller Schedules other Transaction Documents or any certificate delivered pursuant hereto), neither Seller the Company nor any other Person makes any other express or implied representation or warranty warranty, expressed or implied, at law or in equity, with respect to Seller, its Affiliates, to the extent applicableany Acquired Company, the BusinessTransactions, or any of the Purchased AssetsAcquired Companies’ respective businesses, the Assumed Liabilities assets, liabilities, operations, prospects, or the transactions contemplated by this Agreementcondition (financial or otherwise), and Seller the Company disclaims liability and responsibility for any other representations or warranties, whether made by Seller, any Affiliate of Seller Acquired Company or any of their respective officersAffiliates or Representatives (collectively, directors“Related Persons”), employeesand no Related Person has any authority, agents express or representativesimplied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement and subject to the limited remedies provided in this Agreement. Except for the representations and warranties contained in this Article V hereof (as modified by IV, the Seller Schedules other Transaction Documents or any certificate delivered pursuant hereto), Seller neither the Company nor any Related Person makes any representation or warranty to Buyer, Merger Sub or their respective Affiliates or Representatives regarding: (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness of any assets for a any particular purpose, or of conformity to models or samples of materials) and ; (ii) hereby disclaims all liability and responsibility for the nature or extent of any representationliabilities, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writingiii) to Purchaser or its Affiliates or representatives the prospects of the business; (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding iv) the probable success or profitability of any Acquired Company; or (v) the Business. The disclosure accuracy or completeness of any confidential information memoranda, documents, projections, forecasts, opinions, advice, material, statement, data, or other information (financial or otherwise) provided to, otherwise made available to, Buyer, Merger Sub, or their respective Affiliates or Representatives in connection with the Transactions including in any “data rooms,” “virtual data rooms,” or management presentations, or in respect of any other matter or item in any Seller Schedule shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deedthing whatsoever.