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

No Other Representations or Warranties; Schedules. Except for those representations and warranties expressly given by the Sellers and the Company in this Article 4 (as modified by the Company Disclosure Schedule) (collectively, the “Sellers’ and the Company’s Contractual Representations”), none of the Company, any Seller, or any other Person makes or has made (or will be deemed to make or have made) any other representation or warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the Acquired Companies, 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 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, Merger Sub, the SPAC or any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer, Merger Sub, the SPAC or their respective Affiliates or Representatives by the Company, any Seller or any Non-Party). Without limiting the generality of the foregoing, except for any specific applicable Sellers’ and the Company’s Contractual Representations, neither the Company, any Seller, or any of their respective Non-Parties makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, Merger Sub, the SPAC or 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; (iv) the probable success or profitability of the Business; or (v) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer, Merger Sub, the SPAC or their respective Affiliates or delivered or made available to Buyer, Merger Sub, the SPAC and 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 those the representations and warranties expressly given by the Sellers and the Company contained in this Article 4 III (as modified by the Company Disclosure ScheduleSchedules) (collectively, the “Sellers’ and the Company’s Contractual Representations”)in any Ancillary Agreement, none of the CompanyGroup Companies, nor any Seller, Person on behalf of any of the Group Companies has made or makes any other Person makes express or has made (or will be deemed to make or have made) any other implied representation or warranty, expressed or implied, at law or in equity, by statute or otherwise, warranty with respect to the Acquired Companies, Group Companies 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 hereby expressly disclaims any and each Seller (directly and on behalf of all Non-Parties) hereby disclaim all liability and responsibility for any other representation, warranty, projection, forecast, statement, omission, warranty 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, Merger Sub, the SPAC Parent or any of their respective its Affiliates or representatives Representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to BuyerParent, Merger Sub, Sub I or Merger Sub II by any Representative of the SPAC Company or the Equity Holders or any of their respective Affiliates or Representatives by the Company, any Seller or any Non-PartyAffiliates). Without limiting the generality of the foregoing, except for any specific applicable Sellers’ as expressly set forth in the representations and warranties contained in this Article III (as modified by the Company’s Contractual RepresentationsSchedules), neither the CompanyCompany nor any other Person on behalf of the Company has made or makes any representation or warranty, any Sellerexpress or implied, to Parent, Merger Sub I or Merger Sub II or any of their respective Non-Parties makesRepresentatives of Affiliates or any other Person regarding any projections, has madeestimates, forecasts, budgets, future cash flows or future financial condition (or any component thereof), or will be deemed to make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, Merger Sub, the SPAC or 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; (iv) the probable success or future profitability of the Business; Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), whether or (v) the accuracy not included in any management presentation or completeness of in any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided made available to BuyerParent, Merger SubSub I or Merger Sub II or any of their respective Representatives or Affiliates or any other Person, the SPAC 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 delivered Representatives do not, directly or made available to Buyerindirectly, Merger Suband shall not be deemed to, directly or indirectly, contain representations or warranties of the SPAC and Company or its Affiliates or their respective Representatives except for the representations and warranties expressly contained in this Article III (as modified by the Schedules) and 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, 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 those the representations and warranties expressly given by the Sellers and the Company contained in this Article 4 III (as modified by the Company Disclosure ScheduleSchedules) (collectively, the “Sellers’ and the Company’s Contractual Representations”)in any Ancillary Agreement, none of the CompanyGroup Companies, nor any Seller, Person on behalf of any of the Group Companies has made or makes any other Person makes express or has made (or will be deemed to make or have made) any other implied representation or warranty, expressed or implied, at law or in equity, by statute or otherwise, warranty with respect to the Acquired Companies, Group Companies 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 hereby expressly disclaims any and each Seller (directly and on behalf of all Non-Parties) hereby disclaim all liability and responsibility for any other representation, warranty, projection, forecast, statement, omission, warranty 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, Merger Sub, the SPAC Parent or any of their respective its Affiliates or representatives Representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to BuyerParent, Merger Sub, Sub I or Merger Sub II by any Representative of the SPAC Company or the Equity Holders or any of their respective Affiliates or Representatives by the Company, any Seller or any Non-PartyAffiliates). Without limiting the generality of the foregoing, except for any specific applicable Sellers’ as expressly set forth in the representations and warranties contained in this Article III (as modified by the Company’s Contractual RepresentationsSchedules), neither the CompanyCompany nor any other Person on behalf of the Company has made or makes any representation or warranty, any Sellerexpress or implied, to Parent, Merger Sub I or Merger Sub II or any of their respective Non-Parties makesRepresentatives of Affiliates or any other Person regarding any projections, has madeestimates, forecasts, budgets, future cash flows or future financial condition (or any component thereof), or will be deemed to make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, Merger Sub, the SPAC or 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; (iv) the probable success or future profitability of the Business; Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), whether or (v) the accuracy not included in any management presentation or completeness of in any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided made available to BuyerParent, Merger SubSub I, the SPAC 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 delivered Representatives do not, directly or made available to Buyerindirectly, Merger Suband shall not be deemed to, directly or indirectly, contain representations or warranties of the SPAC and Company or its Affiliates or their respective Representatives except for the representations and warranties expressly contained in this Article III (as modified by the Schedules) and 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, 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 those representations and warranties expressly given by the Sellers Buyer, Merger Sub and the Company SPAC in this Article 4 5 (as modified by the Company Buyer Disclosure Schedule) (collectively, the “Sellers’ Buyer’s, Merger Sub’s and the CompanySPAC’s Contractual Representations”), none of neither the CompanyBuyer, any SellerMerger Sub or the SPAC, or any other Person makes or has made (or will be deemed to make or have made) any other representation or warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the Acquired CompaniesBuyer, Merger Sub, the SPAC or the transactions contemplated by this Agreement, or any of the Acquired Companies’ Buyer’s, Merger Sub’s or the SPAC’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Sellers’ Buyer’s, Merger Sub’s and the CompanySPAC’s Contractual Representations, the Company Buyer, Merger Sub and each Seller 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 Buyer, Merger Sub, the Sellers or the SPAC Acquired Companies or in any other form in consideration for investigation of the transactions contemplated by this Agreement) to Buyer, Merger SubSellers, the SPAC Company or any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer, Merger SubSellers, the SPAC Company or their respective Affiliates or Representatives by Buyer, Merger Sub and the Company, any Seller SPAC or any Non-Party). Without limiting the generality of the foregoing, except for any specific applicable Sellers’ Buyer’s, Merger Sub’s and the CompanySPAC’s Contractual Representations, neither the CompanyBuyer, any SellerMerger Sub or the SPAC, or any of their respective Non-Parties makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, Merger Sub, Sellers or the SPAC Acquired Companies or their Non-Parties regarding any of the following (the “Sellers’ Buyer’s, Merger Sub’s and the CompanySPAC’s Extra Contractual Representations”): (ia) merchantability or fitness of any assets for any particular purpose; (iib) the nature or extent of any liabilities; (iiic) the prospects of the their business; (ivd) the probable success or profitability of the Businesstheir business; or (ve) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer, Merger SubSellers, the SPAC Acquired Companies or their respective Affiliates or delivered or made available to Buyer, Merger SubSellers, the SPAC Acquired Companies and 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 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 those representations and warranties expressly given by the Sellers and the Company in this Article 4 (as modified by the Company Disclosure Schedule) (collectively, the “Sellers’ and the Company’s Contractual Representations”), none of the Company, Newco, any Seller, or any other Person makes or has made (or will be deemed to make or have made) any other representation or or‌ warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the Acquired Companies, Newco, 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 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, Buyer or the SPAC or in any other form in consideration for or investigation of the transactions contemplated by this Agreement) to Buyer, Merger Sub, the SPAC or any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer, Merger Sub, the SPAC or their respective Affiliates or Representatives by the Company, Newco, any Seller or any Non-Party). Without limiting the generality of the foregoing, except for any specific applicable Sellers’ and the Company’s Contractual Representations, neither the Company, Newco, any Seller, or any of their respective Non-Parties makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, Merger Sub, the SPAC or their Non-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; (iv) the probable success or profitability of the Business; or (v) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer, Merger Sub, the SPAC or their respective Affiliates or delivered or made available to Buyer, Merger Sub, the SPAC and 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 those representations and warranties expressly given by the Sellers Buyer and the Company SPAC in this Article 4 5 (as modified by the Company Buyer Disclosure Schedule) (collectively, the “Sellers’ Buyer’s and the CompanySPAC’s Contractual Representations”), none of the CompanyProspectus or the Final IPO Prospectus, any Sellerneither the Buyer or the SPAC, or any other Person makes or has made (or will be deemed to make or have made) any other representation or warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the Acquired CompaniesBuyer, the SPAC or the transactions contemplated by this Agreement, or any of the Acquired Companies’ Buyer’s or the SPAC’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Sellers’ Buyer’s and the CompanySPAC’s Contractual RepresentationsRepresentations (including any information set forth in the Prospectus or the Final IPO Prospectus), the Company Buyer and each Seller 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 Buyer, Merger Sub, the Sellers or the SPAC Acquired Companies or in any other form in consideration for or investigation of the transactions contemplated by this Agreement) to Buyer, Merger SubSellers, the SPAC Company or any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer, Merger SubSellers, the SPAC Company or their respective Affiliates or Representatives by Buyer and the Company, any Seller SPAC or any Non-Non- Party). Without limiting the generality of the foregoing, except for any specific applicable Sellers’ Buyer’s and the CompanySPAC’s Contractual RepresentationsRepresentations (including any information set forth in the Prospectus and the Final IPO Prospectus), neither the Company, any SellerBuyer or the SPAC, or any of their respective Non-Parties makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, Merger Sub, Sellers or the SPAC Acquired Companies or their Non-Parties regarding any of the following (the “Sellers’ Buyer’s and the CompanySPAC’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; (iv) the probable success or profitability of the Businesstheir business; or (v) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer, Merger SubSellers, the SPAC Acquired Companies or their respective Affiliates or delivered or made available to Buyer, Merger SubSellers, the SPAC Acquired Companies and 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 any‌ matter or item in any section of the Company 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 those representations and warranties expressly given by the Sellers and the Company as set forth in this Article 4 (as modified by the Company Agreement and any Disclosure Schedule) (collectively, the “Sellers’ and the Company’s Contractual Representations”), none of the Company, any Seller, or neither Seller Holders nor any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty, expressed or implied, at law or in equity, by statute or otherwise, warranty with respect to Seller Holders, the Acquired Companies, Company or the transactions contemplated by this Agreement, and Seller Holders disclaim any other representations or warranties, whether made by Seller Holders, the Company, or any of the Acquired Companiestheir respective Affiliates, officers, directors, employees, agents or representatives (collectively, “Sellers’ business, assets, liabilities, operations, prospects, or condition (financial or otherwiseRepresentatives”). Except for the Sellers’ as set forth in this Agreement and the Company’s Contractual Representationsany Disclosure Schedule, the Company and each Seller Holders directly (directly and on behalf of all Non-PartiesSellers’ Representatives) hereby disclaim all liability 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, “fireside chats”, responses to questions or requests submitted by or on behalf of Buyer, Merger Sub, or the SPAC Buyer or in any other form in consideration for or investigation of the transactions contemplated by this Agreement) to Buyer, Merger Sub, the SPAC Buyer or any of their respective its Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to BuyerBuyer or any of its Affiliates any Seller Holders, Merger Sub, the SPAC or their respective Affiliates or Representatives by the Company, any Seller or any Non-Partytheir Sellers’ Representatives). Without limiting the generality of the foregoingExcept as set forth in this Agreement and any Disclosure Schedule, except for any specific applicable Sellers’ and the Company’s Contractual Representations, neither the Company, any Seller, Seller Holders make no representations or any of their respective Non-Parties makes, has made, or will be deemed warranties to make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, Merger Sub, the SPAC or their Non-Parties Buyer 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; or (ii) the nature or extent of any liabilities; (iii) the prospects of the business; (iv) the probable success or profitability of the Business; or (v) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer, Merger Sub, the SPAC or their respective Affiliates or delivered or made available to Buyer, Merger Sub, the SPAC and 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 disclosedCompany.

No Other Representations or Warranties; Schedules. Except Subject to Section 10.13, except for those representations and warranties expressly given by the Sellers B▇▇▇▇, Merger Sub and the Company SPAC in this Article 4 5 (as modified by the Company Buyer Disclosure Schedule) (collectively, the “Sellers’ Buyer’s, M▇▇▇▇▇ Sub’s and the CompanySPAC’s Contractual Representations”), none of neither the CompanyBuyer, any SellerMerger Sub or the SPAC, or any other Person makes or has made (or will be deemed to make or have made) any other representation or warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the Acquired CompaniesBuyer, Merger Sub, the SPAC or the transactions contemplated by this Agreement, or any of the Acquired Companies’ Buyer’s, Merger Sub’s or the SPAC’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Sellers’ Buyer’s, M▇▇▇▇▇ Sub’s and the CompanySPAC’s Contractual Representations, the Company Buyer, Merger Sub and each Seller 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 Buyer, Merger Sub, the Sellers or the SPAC Acquired Companies or in any other form in consideration for investigation of the transactions contemplated by this Agreement) to Buyer, Merger SubSellers, the SPAC Company or any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer, Merger SubSellers, the SPAC Company or their respective Affiliates or Representatives by B▇▇▇▇, Merger Sub and the Company, any Seller SPAC or any Non-Party). Without limiting the generality of the foregoing, except for any specific applicable Sellers’ Buyer’s, Merger Sub’s and the CompanySPAC’s Contractual Representations, neither the CompanyBuyer, any SellerMerger Sub or the SPAC, or any of their respective Non-Parties makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, Merger Sub, Sellers or the SPAC Acquired Companies or their Non-Parties regarding any of the following (the “Sellers’ Buyer’s, M▇▇▇▇▇ Sub’s and the CompanySPAC’s Extra Contractual Representations”): (ia) merchantability or fitness of any assets for any particular purpose; (iib) the nature or extent of any liabilities; (iiic) the prospects of the their business; (ivd) the probable success or profitability of the Businesstheir business; or (ve) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer, Merger SubSellers, the SPAC Acquired Companies or their respective Affiliates or delivered or made available to Buyer, Merger SubSellers, the SPAC Acquired Companies and 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 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 those representations and warranties expressly given by the Sellers and the Company Seller in this Article 4 (as modified by the each Company Disclosure Schedule) (collectively, the “Sellers’ and the CompanySeller’s Contractual Representations”), none of the CompanyNewco, any Seller, or any other Person makes or has made (or will be deemed to make or have made) any other representation or warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the Acquired Companies, Newco, 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 CompanySeller’s Contractual Representations, the Company 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, Buyer or the SPAC or in any other form in consideration for or investigation of the transactions contemplated by this Agreement) to Buyer, Merger Sub, the SPAC or any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer, Merger Sub, the SPAC or their respective Affiliates or Representatives by the CompanyNewco, any Seller or any Non-Party). Without limiting the generality of the foregoing, except for any specific applicable Sellers’ and the CompanySeller’s Contractual RepresentationsRepresentation, neither the CompanyNewco, any Seller, or any of their respective Non-Parties makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, Merger Sub, the SPAC or their Non-Parties regarding any of the following (the “Sellers’ and the CompanySeller’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; (iv) the probable success or profitability of the Business; or (v) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer, Merger Sub, the SPAC or their respective Affiliates or delivered or made available to Buyer, Merger Sub, the SPAC and 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 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 Subject to Section‌ 10.13. except for those representations and warranties expressly given by the Sellers Buyer and the Company SPAC in this Article 4 5 (as modified by the Company Buyer Disclosure Schedule) (collectively, the “Sellers’ Buyer’s and the CompanySPAC’s Contractual Representations”), none of the CompanyProspectus or the Final IPO Prospectus, any Sellerneither the Buyer or the SPAC, or any other Person makes or has made (or will be deemed to make or have made) any other representation or warranty, expressed or implied, at law or in equity, by statute or otherwise, with respect to the Acquired CompaniesBuyer, the SPAC or the transactions contemplated by this Agreement, or any of the Acquired Companies’ Buyer’s or the SPAC’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Sellers’ Buyer’s and the CompanySPAC’s Contractual RepresentationsRepresentations (including any information set forth in the Prospectus or the Final IPO Prospectus), the Company Buyer and each Seller 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 Buyer, Merger Sub, the Seller or the SPAC Companies or in any other form in consideration for or investigation of the transactions contemplated by this Agreement) to BuyerSeller, Merger Sub, the SPAC each Company or any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to BuyerSeller, Merger Sub, the SPAC each Company or their respective Affiliates or Representatives by Buyer and the Company, any Seller SPAC or any Non-Party). Without limiting the generality of the foregoing, except for any specific applicable Sellers’ Buyer’s and the CompanySPAC’s Contractual RepresentationsRepresentations (including any information set forth in the Prospectus and the Final IPO Prospectus), neither the Company, any SellerBuyer or the SPAC, or any of their respective Non-Parties makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, Merger Sub, Seller or the SPAC Companies or their Non-Parties regarding any of the following (the “Sellers’ Buyer’s and the CompanySPAC’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; (iv) the probable success or profitability of the Businesstheir business; or (v) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer, Merger SubSeller, the SPAC Companies or their respective Affiliates or delivered or made available to Buyer, Merger SubSeller, the SPAC Companies and 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 Buyer Disclosure Schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.