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 ‎Article III (as modified by the Schedules hereto), the Letter of Transmittal, Support Agreements or Option Holder Acknowledgments, 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 the Company, the Company Subsidiaries, the Equity Holders or the transactions contemplated by this Agreement, and the Company disclaims any and all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Buyer or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer by any director, officer, employee, agent, consultant, or representative of the Company or the Equity Holders or any of their respective Affiliates). 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 Group Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations and warranties contained in this ‎Article III (as modified by the Schedules), neither the Company nor any other Person has made or makes any representation or warranty to Buyer or its Affiliates or representatives regarding: (i) the prospects of the business, (ii) the probable success or profitability of the Company or the Company Subsidiaries; or (iii) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement.

No Other Representations or Warranties; Schedules. Except for the those representations and warranties contained expressly given by the Sellers and the Company in ‎Article III this Article 4 (as modified by the Schedules hereto)Company Disclosure Schedule) (collectively, the Letter of Transmittal, Support Agreements or Option Holder Acknowledgments“Sellers’ and the Company’s Contractual Representations”), none of the Company, any Company SubsidiarySeller, any Equity Holder or any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the CompanyAcquired Companies, the Company Subsidiaries, the Equity Holders or the transactions contemplated by this Agreement, or any of the Acquired Companies’ business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Sellers’ and the Company’s Contractual Representations, the Company disclaims any and each Seller (directly and on behalf of all Non-Parties) hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer, Merger Sub, or the SPAC or in any other form in consideration for investigation of the transactions contemplated by this Agreement) to Buyer Buyer, Merger Sub, the SPAC or its any of their respective Affiliates or Representatives representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer Buyer, Merger Sub, the SPAC or their respective Affiliates or Representatives by the Company, any director, officer, employee, agent, consultant, Seller or representative any Non-Party). Without limiting the generality of the Company or foregoing, except for any specific applicable Sellers’ and the Equity Holders Company’s Contractual Representations, neither the Company, any Seller, or any of their respective Affiliates). Except as Non-Parties makes, has made, or will be deemed to make or have made (and each hereby 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 Group Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations and warranties contained in this ‎Article III (as modified by the Schedulesdisclaims), neither the Company nor any other Person has made or makes any representation or warranty to Buyer Buyer, Merger Sub, the SPAC or its Affiliates or representatives regarding: their Non-Parties regarding any of the following (the “Sellers’ and the Company’s Extra Contractual Representations”): (i) merchantability or fitness of any assets for any particular purpose; (ii) the nature or extent of any liabilities; (iii) the prospects of the business, ; (iiiv) the probable success or profitability of the Company or the Company SubsidiariesBusiness; or (iiiv) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer Buyer, Merger Sub, the SPAC or its their respective Affiliates or delivered or made available to Buyer Buyer, Merger Sub, the SPAC and its representatives their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any matter or item in any section of the Company Disclosure Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in ‎Article this Article III (as modified by the Schedules hereto), the Letter of Transmittal, Support Agreements or Option Holder AcknowledgmentsSchedules) and in any Ancillary Agreement, none of the CompanyGroup Companies, nor any Company Subsidiary, Person on behalf of any Equity Holder of the Group Companies has made or any other Person makes any other express or implied representation or warranty with respect to the Company, the Company Subsidiaries, the Equity Holders Group Companies or the transactions contemplated by this Agreement, and the Company hereby expressly disclaims any and all liability and responsibility for any other representation, warranty, projection, forecast, statement, warranty or information made, communicated, or furnished (orally or in writing) to Buyer Parent or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer Parent, Merger Sub I or Merger Sub II by any director, officer, employee, agent, consultant, or representative Representative of the Company or the Equity Holders or any of their respective Affiliates). Except Without limiting the generality of the foregoing, 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 Group Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for in the representations and warranties contained in this ‎Article Article III (as modified by the Schedules), neither the Company nor any other Person on behalf of the Company has made or makes any representation or warranty warranty, express or implied, to Buyer Parent, Merger Sub I or Merger Sub II or any of their respective Representatives of Affiliates or any other Person regarding any projections, estimates, forecasts, budgets, future cash flows or future financial condition (or any component thereof), or the probable success or future profitability of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives or Affiliates or any other Person, and any such representations or warranties are hereby expressly disclaimed. It is understood that any Due Diligence Materials made available to Parent, Merger Sub I, Merger Sub II or their respective Affiliates or Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of the Company or its Affiliates or representatives regarding: their respective Representatives except for the representations and warranties expressly contained in this Article III (ias modified by the Schedules) the prospects of the business, (ii) the probable success or profitability of the Company or the Company Subsidiaries; or (iii) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Ancillary Agreement.

No Other Representations or Warranties; Schedules. Except Subject to Section 10.13, except for the those representations and warranties contained expressly given by Bxxxx, Merger Sub and the SPAC in ‎Article III this Article 5 (as modified by the Schedules heretoBuyer Disclosure Schedule) (collectively, the “Buyer’s, Mxxxxx Sub’s and the SPAC’s Contractual Representations”), neither the Letter of TransmittalBuyer, Support Agreements Merger Sub or Option Holder Acknowledgmentsthe SPAC, none of the Company, any Company Subsidiary, any Equity Holder or any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the CompanyBuyer, Merger Sub, the Company Subsidiaries, the Equity Holders SPAC or the transactions contemplated by this Agreement, or any of the Buyer’s, Merger Sub’s or the SPAC’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Buyer’s, Mxxxxx Sub’s and the Company disclaims any SPAC’s Contractual Representations, the Buyer, Merger Sub and the SPAC (directly and on behalf of all Non-Parties) hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of the Sellers or the Acquired Companies or in any other form in consideration for investigation of the transactions contemplated by this Agreement) to Buyer Sellers, the Company or its any of their respective Affiliates or Representatives representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer by any directorSellers, officer, employee, agent, consultant, or representative of the Company or their respective Affiliates or Representatives by Bxxxx, Merger Sub and the Equity Holders SPAC or any Non-Party). Without limiting the generality of the foregoing, except for any specific applicable Buyer’s, Merger Sub’s and the SPAC’s Contractual Representations, neither the Buyer, Merger Sub or the SPAC, or any of their respective Affiliates). Except as Non-Parties makes, has made, or will be deemed to make or have made (and each hereby 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 Group Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations and warranties contained in this ‎Article III (as modified by the Schedulesdisclaims), neither the Company nor any other Person has made or makes any representation or warranty to Buyer Sellers or its Affiliates the Acquired Companies or representatives regarding: their Non-Parties regarding any of the following (ithe “Buyer’s, Mxxxxx Sub’s and the SPAC’s Extra Contractual Representations”): (a) merchantability or fitness of any assets for any particular purpose; (b) the nature or extent of any liabilities; (c) the prospects of the their business, ; (iid) the probable success or profitability of the Company or the Company Subsidiariestheir business; or (iiie) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer Sellers, the Acquired Companies or its their respective Affiliates or delivered or made available to Buyer Sellers, the Acquired Companies and its representatives their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any matter or item in any section of the Buyer Disclosure Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.

No Other Representations or Warranties; Schedules. Except for the those representations and warranties contained expressly given by the Seller in ‎Article III this Article 4 (as modified by the Schedules hereto)each Company Disclosure Schedule) (collectively, the Letter of Transmittal, Support Agreements or Option Holder Acknowledgments“Seller’s Contractual Representations”), none of the CompanyNewco, any Company SubsidiarySeller, any Equity Holder or any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the CompanyCompanies, the Company SubsidiariesNewco, the Equity Holders or the transactions contemplated by this Agreement, or any of the Companies’ or Newco’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Seller’s Contractual Representations, Seller (directly and the Company disclaims any and on behalf of all Non-Parties) hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer or the SPAC or in any other form in consideration or investigation of the transactions contemplated by this Agreement) to Buyer Buyer, the SPAC or its any of their respective Affiliates or Representatives representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer Buyer, the SPAC or their respective Affiliates or Representatives by Newco, Seller or any director, officer, employee, agent, consultant, or representative Non-Party). Without limiting the generality of the Company or the Equity Holders foregoing, except for any specific applicable Seller’s Contractual Representation, neither Newco, Seller, or any of their respective Affiliates). Except as Non-Parties makes, has made, or will be deemed to make or have made (and each hereby 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 Group Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations and warranties contained in this ‎Article III (as modified by the Schedulesdisclaims), neither the Company nor any other Person has made or makes any representation or warranty to Buyer Buyer, the SPAC or its Affiliates or representatives regarding: their Non-Parties regarding any of the following (the “Seller’s Extra Contractual Representations”): (i) merchantability or fitness of any assets for any particular purpose; (ii) the nature or extent of any liabilities; (iii) the prospects of the business, ; (iiiv) the probable success or profitability of the Company or the Company SubsidiariesBusiness; or (iiiv) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer Buyer, the SPAC or its their respective Affiliates or delivered or made available to Buyer Buyer, the SPAC and its representatives their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any matter or item in any section of each Company Disclosure Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. All matters disclosed in the Company Disclosure Schedules, including updates to the Company Disclosure Schedules prior to Closing, shall be considered exceptions to‌ the representations, warranties and covenants of Company and Seller. Notwithstanding any provision in this Agreement to the contrary, Company and Seller shall not have any liability to Buyer for any breach of a representation, warranty or covenant under this Agreement to the extent that the Buyer knew of any such breach by reason of disclosure made in writing by the Seller to Buyer or the SPAC as of the Closing Date, and all disclosed breaches shall be deemed waived upon the consummation of the Closing; provided that Buyer and the SPAC will not be obligated to consummate the Transaction if Buyer and the SPAC are not satisfied with any updated Company Disclosure Schedules following the Disclosure End Date and may terminate the agreement under Section 8.1(f).

No Other Representations or Warranties; Schedules. Except for the those representations and warranties contained expressly given by the Sellers and the Company in ‎Article III this Article 4 (as modified by the Schedules hereto)Company Disclosure Schedule) (collectively, the Letter of Transmittal, Support Agreements or Option Holder Acknowledgments“Sellers’ and the Company’s Contractual Representations”), none of the Company, any Company SubsidiaryNewco, any Equity Holder Seller, or any other Person makes or has made (or will be deemed to make or have made) any other express representation or‌ warranty, expressed or implied representation implied, at law or warranty in equity, by statute or otherwise, with respect to the CompanyAcquired Companies, the Company SubsidiariesNewco, the Equity Holders or the transactions contemplated by this Agreement, or any of the Acquired Companies’ or Newco’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Sellers’ and the Company’s Contractual Representations, the Company disclaims any and each Seller (directly and on behalf of all Non-Parties) hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer or the SPAC or in any other form in consideration or investigation of the transactions contemplated by this Agreement) to Buyer Buyer, the SPAC or its any of their respective Affiliates or Representatives representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer Buyer, the SPAC or their respective Affiliates or Representatives by the Company, Newco, any director, officer, employee, agent, consultant, Seller or representative any Non-Party). Without limiting the generality of the Company or foregoing, except for any specific applicable Sellers’ and the Equity Holders Company’s Contractual Representations, neither the Company, Newco, any Seller, or any of their respective Affiliates). Except as Non-Parties makes, has made, or will be deemed to make or have made (and each hereby 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 Group Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations and warranties contained in this ‎Article III (as modified by the Schedulesdisclaims), neither the Company nor any other Person has made or makes any representation or warranty to Buyer Buyer, the SPAC or its Affiliates or representatives regarding: their Non- Parties regarding any of the following (the “Sellers’ and the Company’s Extra Contractual Representations”): (i) merchantability or fitness of any assets for any particular purpose; (ii) the nature or extent of any liabilities; (iii) the prospects of the business, ; (iiiv) the probable success or profitability of the Company or the Company SubsidiariesBusiness; or (iiiv) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer Buyer, the SPAC or its their respective Affiliates or delivered or made available to Buyer Buyer, the SPAC and its representatives their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any matter or item in any section of the Company Disclosure Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.

No Other Representations or Warranties; Schedules. Except Subject to Section 10.13, except for the those representations and warranties contained expressly given by Buyer and the SPAC in ‎Article III this Article 5 (as modified by the Schedules heretoBuyer Disclosure Schedule) (collectively, the “Buyer’s and the SPAC’s Contractual Representations”), the Letter of TransmittalProspectus or the Final IPO Prospectus, Support Agreements neither the Buyer or Option Holder Acknowledgmentsthe SPAC, none of the Company, any Company Subsidiary, any Equity Holder or any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the CompanyBuyer, the Company Subsidiaries, the Equity Holders SPAC or the transactions contemplated by this Agreement, or any of the Buyer’s or the SPAC’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Buyer’s and the Company disclaims SPAC’s Contractual Representations (including any information set forth in the Prospectus or the Final IPO Prospectus), the Buyer and the SPAC (directly and on behalf of all Non-Parties) hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of the Sellers or the Acquired Companies or in any other form in consideration or investigation of the transactions contemplated by this Agreement) to Buyer Sellers, the Company or its any of their respective Affiliates or Representatives representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer by any directorSellers, officer, employee, agent, consultant, or representative of the Company or their respective Affiliates or Representatives by Buyer and the Equity Holders SPAC or any Non- Party). Without limiting the generality of the foregoing, except for any specific applicable Buyer’s and the SPAC’s Contractual Representations (including any information set forth in the Prospectus and the Final IPO Prospectus), neither the Buyer or the SPAC, or any of their respective Affiliates). Except as Non-Parties makes, has made, or will be deemed to make or have made (and each hereby 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 Group Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations and warranties contained in this ‎Article III (as modified by the Schedulesdisclaims), neither the Company nor any other Person has made or makes any representation or warranty to Buyer Sellers or its Affiliates the Acquired Companies or representatives regarding: their Non-Parties regarding any of the following (the “Buyer’s and the SPAC’s Extra Contractual Representations”): (i) merchantability or fitness of any assets for any particular purpose; (ii) the nature or extent of any liabilities; (iii) the prospects of the their business, ; (iiiv) the probable success or profitability of the Company or the Company Subsidiariestheir business; or (iiiv) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer Sellers, the Acquired Companies or its their respective Affiliates or delivered or made available to Buyer Sellers, the Acquired Companies and its representatives their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any‌ matter or item in any section of the Buyer Disclosure Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in ‎Article this Article III (as modified by the Schedules hereto), the Letter of Transmittal, Support Agreements or Option Holder AcknowledgmentsSchedules) and in any Ancillary Agreement, none of the CompanyGroup Companies, nor any Company Subsidiary, Person on behalf of any Equity Holder of the Group Companies has made or any other Person makes any other express or implied representation or warranty with respect to the Company, the Company Subsidiaries, the Equity Holders Group Companies or the transactions contemplated by this Agreement, and the Company hereby expressly disclaims any and all liability and responsibility for any other representation, warranty, projection, forecast, statement, warranty or information made, communicated, or furnished (orally or in writing) to Buyer Parent or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer Parent, Merger Sub I or Merger Sub II by any director, officer, employee, agent, consultant, or representative Representative of the Company or the Equity Holders or any of their respective Affiliates). Except Without limiting the generality of the foregoing, 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 Group Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for in the representations and warranties contained in this ‎Article Article III (as modified by the Schedules), neither the Company nor any other Person on behalf of the Company has made or makes any representation or warranty warranty, express or implied, to Buyer Parent, Merger Sub I or Merger Sub II or any of their respective Representatives of Affiliates or any other Person regarding any projections, estimates, forecasts, budgets, future cash flows or future financial condition (or any component thereof), or the probable success or future profitability of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Merger Sub I or Merger Sub II or any of their respective Representatives or Affiliates or any other Person, and any such representations or warranties are hereby expressly disclaimed. It is understood that any Due Diligence Materials made available to Parent, Merger Sub I or Merger Sub II or their respective Affiliates or Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of the Company or its Affiliates or representatives regarding: their respective Representatives except for the representations and warranties expressly contained in this Article III (ias modified by the Schedules) the prospects of the business, (ii) the probable success or profitability of the Company or the Company Subsidiaries; or (iii) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Ancillary Agreement.

No Other Representations or Warranties; Schedules. Except for the representations as set forth in this Agreement and warranties contained in ‎Article III (as modified by the Schedules hereto)any Disclosure Schedule, the Letter of Transmittal, Support Agreements or Option Holder Acknowledgments, none of the Company, any Company Subsidiary, any Equity Holder or neither Seller Holders nor any other Person makes or has made any other express or implied representation or warranty with respect to the CompanySeller Holders, the Company Subsidiaries, the Equity Holders or the transactions contemplated by this Agreement, and Seller Holders disclaim any other representations or warranties, whether made by Seller Holders, the Company disclaims Company, or any of their respective Affiliates, officers, directors, employees, agents or representatives (collectively, “Sellers’ Representatives”). Except as set forth in this Agreement and any Disclosure Schedule, Seller Holders directly (on behalf of all liability Sellers’ Representatives) hereby disclaim all Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, “fireside chats”, responses to questions or requests submitted by or on behalf of Buyer or in any other form in consideration or investigation of the transactions contemplated by this Agreement) to Buyer or any of its Affiliates or Representatives representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer by any director, officer, employee, agent, consultant, or representative of the Company or the Equity Holders or any of its Affiliates any Seller Holders, the Company, or their respective AffiliatesSellers’ Representatives). 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 Group Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations and warranties contained in this ‎Article III (as modified by the Schedules)Agreement and any Disclosure Schedule, neither the Company nor any other Person has made Seller Holders make no representations or makes any representation or warranty warranties to Buyer or its Affiliates or representatives regarding: regarding (i) the prospects of the business, merchantability or fitness for any particular purpose; or (ii) the probable success or profitability of the Company or the Company Subsidiaries; or (iii) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this AgreementCompany.

No Other Representations or Warranties; Schedules. Except Subject to Section 10.13, except for the those representations and warranties contained expressly given by Buyer, Merger Sub and the SPAC in ‎Article III this Article 5 (as modified by the Schedules heretoBuyer Disclosure Schedule) (collectively, the “Buyer’s, Merger Sub’s and the SPAC’s Contractual Representations”), neither the Letter of TransmittalBuyer, Support Agreements Merger Sub or Option Holder Acknowledgmentsthe SPAC, none of the Company, any Company Subsidiary, any Equity Holder or any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the CompanyBuyer, Merger Sub, the Company Subsidiaries, the Equity Holders SPAC or the transactions contemplated by this Agreement, or any of the Buyer’s, Merger Sub’s or the SPAC’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Buyer’s, Merger Sub’s and the Company disclaims any SPAC’s Contractual Representations, the Buyer, Merger Sub and the SPAC (directly and on behalf of all Non-Parties) hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of the Sellers or the Acquired Companies or in any other form in consideration for investigation of the transactions contemplated by this Agreement) to Buyer Sellers, the Company or its any of their respective Affiliates or Representatives representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer by any directorSellers, officer, employee, agent, consultant, or representative of the Company or their respective Affiliates or Representatives by Buyer, Merger Sub and the Equity Holders SPAC or any Non-Party). Without limiting the generality of the foregoing, except for any specific applicable Buyer’s, Merger Sub’s and the SPAC’s Contractual Representations, neither the Buyer, Merger Sub or the SPAC, or any of their respective Affiliates). Except as Non-Parties makes, has made, or will be deemed to make or have made (and each hereby 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 Group Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations and warranties contained in this ‎Article III (as modified by the Schedulesdisclaims), neither the Company nor any other Person has made or makes any representation or warranty to Buyer Sellers or its Affiliates the Acquired Companies or representatives regarding: their Non-Parties regarding any of the following (ithe “Buyer’s, Merger Sub’s and the SPAC’s Extra Contractual Representations”): (a) merchantability or fitness of any assets for any particular purpose; (b) the nature or extent of any liabilities; (c) the prospects of the their business, ; (iid) the probable success or profitability of the Company or the Company Subsidiariestheir business; or (iiie) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer Sellers, the Acquired Companies or its their respective Affiliates or delivered or made available to Buyer Sellers, the Acquired Companies and its representatives their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any matter or item in any section of the Buyer Disclosure Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.

No Other Representations or Warranties; Schedules. Except Subject to Section‌ 10.13. except for the those representations and warranties contained expressly given by Buyer and the SPAC in ‎Article III this Article 5 (as modified by the Schedules heretoBuyer Disclosure Schedule) (collectively, the “Buyer’s and the SPAC’s Contractual Representations”), the Letter of TransmittalProspectus or the Final IPO Prospectus, Support Agreements neither the Buyer or Option Holder Acknowledgmentsthe SPAC, none of the Company, any Company Subsidiary, any Equity Holder or any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the CompanyBuyer, the Company Subsidiaries, the Equity Holders SPAC or the transactions contemplated by this Agreement, or any of the Buyer’s or the SPAC’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Buyer’s and the Company disclaims SPAC’s Contractual Representations (including any information set forth in the Prospectus or the Final IPO Prospectus), the Buyer and the SPAC (directly and on behalf of all Non-Parties) hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of the Seller or the Companies or in any other form in consideration or investigation of the transactions contemplated by this Agreement) to Buyer Seller, each Company or its any of their respective Affiliates or Representatives representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Seller, each Company or their respective Affiliates or Representatives by Buyer by and the SPAC or any director, officer, employee, agent, consultant, or representative Non-Party). Without limiting the generality of the Company foregoing, except for any specific applicable Buyer’s and the SPAC’s Contractual Representations (including any information set forth in the Prospectus and the Final IPO Prospectus), neither the Buyer or the Equity Holders SPAC, or any of their respective Affiliates). Except as Non-Parties makes, has made, or will be deemed to make or have made (and each hereby 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 Group Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations and warranties contained in this ‎Article III (as modified by the Schedulesdisclaims), neither the Company nor any other Person has made or makes any representation or warranty to Buyer Seller or its Affiliates the Companies or representatives regarding: their Non-Parties regarding any of the following (the “Buyer’s and the SPAC’s Extra Contractual Representations”): (i) merchantability or fitness of any assets for any particular purpose; (ii) the nature or extent of any liabilities; (iii) the prospects of the their business, ; (iiiv) the probable success or profitability of the Company or the Company Subsidiariestheir business; or (iiiv) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer Seller, the Companies or its their respective Affiliates or delivered or made available to Buyer Seller, the Companies and its representatives their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any matter or item in any section of the Buyer Disclosure Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.