Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactions.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIII (as qualified by the Company Disclosure Letter), neither Acquiror nor Merger Subnone of the Company, nor any of its affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, either written the Company Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to III (as qualified by the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsCompany Disclosure Letter).

No Other Representations or Warranties. The Except for the representations and warranties made by Acquiror Parent and Merger Sub in this Article V are IV or the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article Vcertificate delivered pursuant to Section 7.3(c), neither Acquiror Parent nor Merger Sub, Sub (nor any other Person, person on their behalf) makes or has made or makes any other express or implied representation or warrantywarranty with respect to Parent, either written Merger Sub or oraltheir Subsidiaries or affiliates or their respective business, on behalf operations, assets, liabilities, results of Acquiror operations, condition (financial or otherwise) or prospects, or with respect to any estimates, projections, forecasts and other forward-looking information or business or strategic plan information regarding Parent, Merger SubSub and their Subsidiaries, or as to the accuracy or completeness of any of the information regarding Acquiror (including any statement, document or agreement delivered pursuant to this Agreement or any financial statements, including projections, estimates, forecasts or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, “data rooms” maintained by Parent, Merger Sub or their Representatives, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Company or any of its affiliates, stockholders or Representatives (in any form or through any medium). In particular, and without limiting the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting generality of the foregoing, except as expressly set forth in this Article IV or the certificate delivered pursuant to Section 7.3(c), neither Acquiror Parent nor Merger Sub, Sub (nor any other Person, person on their behalf) makes or has made any express or implied representation or warranty to the other parties hereto Company or any of its Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Parent, Merger Sub, any of their Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto Company or any of its respective Representatives in the course of their evaluation due diligence investigation of Acquiror Parent and Merger Sub and Sub, the negotiation of this Agreement or in the course of the Transactionstransactions related hereto.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VIII or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, neither Acquiror nor Merger Subprojections, nor estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other PersonPerson on behalf of the Company makes, or has made made, any representation or makes warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other express Person on behalf of the Company to make any representation or implied warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, either written express or oralimplied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactionsa “where is” basis.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained in this Article VIV or in any Ancillary Implementing Agreement, neither Acquiror nor Merger SubSeller Parent, the other Sellers nor any of their respective Affiliates, Representatives or any other Person, has made or Person makes any other express or implied representation or warranty with respect to Seller Parent, the other Sellers, the Conveyed Subsidiaries or any of their respective Subsidiaries or Affiliates, the Purchased Assets, the Business or with respect to any other information provided, or made available, to Purchaser Parent, Purchaser or any of their Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article IV or in any Ancillary Implementing Agreement, neither Seller Parent nor any of its Affiliates, Representatives or any other Person has made any representation or warranty, either written express or oralimplied, on behalf as to the prospects of Acquiror the Business or Merger Subits profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Purchaser Parent, Purchaser or any of their Affiliates or Representatives in connection with Purchaser Parent’s and Purchaser’s review of the Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any information regarding Acquiror assumptions underlying any such forecasts, projections or Merger Sub business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article IV or in any Ancillary Implementing Agreement, neither Seller Parent, the other Sellers nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Purchaser Parent, Purchaser, their Affiliates or Representatives or any other Person resulting from the sale and purchase of the Purchased Assets, or the Business to Purchaser Parent, Purchaser or their Affiliates or Purchaser Parent’s or Purchaser’s use of, or the use by any of their Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Purchaser Parent, Purchaser, their Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller Parent, the other parties Sellers or any of their respective Affiliates or Representatives, or Purchaser Parent, Purchaser or their Affiliates or Representatives. Each of Seller Parent and the other Sellers and their respective Representatives and expressly Affiliates disclaims any such other and all representations and warranties, whether express or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orimplied, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available IV or in any Ancillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Seller Parent, the other parties hereto in the course Sellers nor any of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement respective Affiliates makes any express or in the course of the Transactionsimplied representation or warranty with respect to Excluded Assets, Retained Businesses or Retained Liabilities.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained in this Article VV or in any Ancillary Implementing Agreement, neither Acquiror Purchaser Parent nor Merger Sub, Purchaser nor any of their respective Affiliates, Representatives or any other Person, has made or Person makes any other express or implied representation or warranty with respect to Purchaser Parent or Purchaser or any of their respective Subsidiaries or Affiliates, the Purchaser Business or with respect to any other information provided, or made available, to Seller Parent or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, either written express or oralimplied, on behalf as to the prospects of Acquiror Purchaser or Merger Subthe Purchaser Business or their profitability, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any information regarding Acquiror assumptions underlying any such forecasts, projections or Merger Sub business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to the other parties Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Representatives Affiliates or Representatives. Each of Purchaser Parent, Purchaser and expressly their respective Affiliates disclaims any such other and all representations and warranties, whether express or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orimplied, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available V or in any Ancillary Implementing Agreement. Notwithstanding anything to the other parties hereto contrary contained in the course this Agreement, neither Purchaser Parent, Purchaser nor any of their evaluation of Acquiror and Merger Sub and respective Affiliates makes any express or implied representation or warranty with respect to the negotiation of this Agreement Purchaser Parent Retained Businesses or in the course of the TransactionsPurchaser Parent Retained Liabilities.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by Company in this Article VIII or in the certificate delivered pursuant to Section 7.2(d), neither Acquiror nor Merger Sub, Company (nor any other Person, person on Company’s behalf) makes or has made or makes any other express or implied representation or warrantywarranty with respect to Company or its Subsidiaries or their respective business, either written operations, assets, liabilities, results of operations, condition (financial or oralotherwise) or prospects, on behalf of Acquiror or Merger Subwith respect to any estimates, projections, forecasts and other forward-looking information or business or strategic plan information regarding Company and its Subsidiaries, or as to the accuracy or completeness of any of the information regarding Acquiror (including any statement, document or agreement delivered pursuant to this Agreement or any financial statements, including projections, estimates, forecasts or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, “data rooms” maintained by Company or its Representatives, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Parent and Merger Sub available to the other parties or any of their respective affiliates, stockholders or Representatives (in any form or through any medium). In particular, and expressly disclaims any such other representations or warranties. Without without limiting the generality of the foregoing, except as expressly set forth in this Article III or in the certificate delivered pursuant to Section 7.2(d), neither Acquiror nor Merger Sub, Company (nor any other Person, person on Company’s behalf) makes or has made any express or implied representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral oror written information presented to Parent, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and Company, the negotiation of this Agreement or in the course of the Transactionstransactions related hereto.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VIII, neither Acquiror nor Merger Sub, the Company nor any other Person, has made Person on behalf of the Company or its Subsidiaries makes any other express or implied representation or warranty, either written warranty with respect to the Company or oral, its Subsidiary or with respect to any other information provided by or on behalf of Acquiror the Company or Merger Sub, its Subsidiaries to the accuracy or completeness of any information regarding Acquiror Parent or Merger Sub available to in connection with the other parties transactions contemplated by this Agreement, including the accuracy, completeness or their respective Representatives and expressly disclaims any such other representations or warrantiestimeliness thereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orThe Company acknowledges that, except for the representations and warranties expressly made contained in Article IV, none of Parent, Merger Sub, or any of their Affiliates or Representatives or any other Person makes (and the Company is not relying on) any representation or warranty, express or implied, to the Company in connection with the Merger and the other transactions contemplated by Acquiror this Agreement. Without limiting the foregoing, the Company acknowledges that none of Parent, Merger Sub, or any other Person on behalf of the Parent or Merger Sub in this Article Vwill have or be subject to any liability to the Company or its Representatives or Affiliates resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, written information documents, projections, forecasts or other material made available to the other parties hereto Company or its Representatives or Affiliates, marketing materials, confidential information memorandums, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Company or its Representatives or Affiliates, except to the extent any such information is expressly included in a representation or warranty contained in Article IV. Nothing in this Section 3.31 shall impact any rights that the Company may have in the course case of their evaluation of Acquiror and Merger Sub and fraud on the negotiation of this Agreement or in the course part of the TransactionsParent or Merger Sub.

No Other Representations or Warranties. The Except for the representations and warranties made by Acquiror and Merger Sub contained in this Article V are the exclusive representations and warranties made by Acquiror3, Merger Sub, their Affiliates, and neither Seller nor any of its Affiliates or any of their respective Representativesstockholders, trustees, members, fiduciaries or representatives, nor any other Person has made or is making any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to the Company, this Agreement, the Ancillary Agreements or the transactions contemplated hereby. Except for the representations and warranties contained in this Article V3, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oralSeller disclaims, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives itself and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect ofits Affiliates, (a) any financial other representations or warranties, whether made by Seller, any of its Affiliates or their respective stockholders, trustees, members, fiduciaries or representatives or any other Person and (b) all liability and responsibility for any other representation, warranty, opinion, projection, forecast, estimateadvice, budget statement or prospect information relating made, communicated or furnished. Neither Seller, any of its Affiliates, any of their respective stockholders, trustees, members, fiduciaries or representatives nor any other Person has made or is making any representations or warranties to Acquiror Buyer or Merger Sub its Affiliates or any other Person regarding the probable success or profitability of the Company (b) whether before or after the Closing), including regarding the possibility or likelihood of any oral orapplication, except for challenge, Proceeding or review, regulatory or otherwise, including any increase, decrease or plateau in the representations and warranties expressly made volume of product or service, or revenue derived therefrom, related to the Company’s business. Neither Seller, any of its Affiliates, any of their respective stockholders, trustees, members, fiduciaries or representatives nor any other Person will have or be subject to any liability or indemnification obligation to Buyer or its Affiliates or any other Person resulting from the delivery, dissemination or any other distribution to Buyer or its Affiliates or any other Person, or the use by Acquiror Buyer or Merger Sub in this Article Vits Affiliates or any other Person, written of any such information provided or made available to the other parties hereto in the course them by or on behalf of Seller, any of its Affiliates or any of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement respective stockholders, trustees, members, fiduciaries or representatives or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or its Affiliates or any other Person in the course certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Transactionstransactions contemplated by this Agreement.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly contained in this Article VAgreement (or in any certificate delivered by the Company pursuant hereto), each of Parent and Merger Sub acknowledges that neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person acting on its behalf makes any other express or any implied representation representations or warrantywarranties in this Agreement with respect to (i) the Company or its Subsidiaries, either written any of their businesses, operations, assets, liabilities, condition (financial or oral, on behalf of Acquiror otherwise) or Merger Sub, prospects or any other matter relating to the Company or its Subsidiaries or (ii) the accuracy or completeness of any documentation, forecasts or other information regarding Acquiror provided by the Company or any Person acting on any of their behalf to Parent or Merger Sub, any Affiliate of Parent or any Person acting on any of their behalf and the Company hereby disclaims any such representation or warranty, whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Sub, or any of their Representatives or Affiliates of any documentation or other information by the Company or any of its Representatives or Affiliates with respect to any one or more of the foregoing. Each of Parent and Merger Sub also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to the other parties Parent, Merger Sub or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsAffiliates.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VIV, neither Acquiror nor none of Parent, Merger Sub, Sub nor any other Person, has made Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty, either written warranty with respect to Parent or oral, its Subsidiaries or with respect to any other information provided by or on behalf of Acquiror Parent or Merger Sub, its Subsidiaries to the accuracy Company in connection with the transactions contemplated by this Agreement, including the accuracy, completeness or completeness timeliness thereof. Each of any information regarding Acquiror or Parent and Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral oracknowledges that, except for the representations and warranties expressly made by Acquiror contained in Article III, none of the Company or any of its Affiliates or Representatives or any other Person makes (and Parent and Merger Sub are not relying on) any representation or warranty, express or implied, to Parent or Merger Sub in connection with the Merger and the other transactions contemplated by this Article VAgreement. Without limiting the foregoing, written information each of Parent and Merger Sub acknowledges that neither the Company nor any other Person on behalf of the Company will have or be subject to any liability to Parent, Merger Sub or their respective Representatives or Affiliates resulting from Parent’s, Merger Sub’s or their respective Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their respective Representatives or Affiliates, marketing materials, confidential information memorandums, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or Affiliates, except to the other parties hereto extent any such information is expressly included in a representation or warranty contained in Article III. Nothing in this Section 4.19 shall impact any rights Parent or Merger Sub may have in the course case of their evaluation of Acquiror and Merger Sub and fraud on the negotiation of this Agreement or in the course part of the TransactionsCompany.

No Other Representations or Warranties. The representations and warranties made by Acquiror (a) Parent and Merger Sub in this Article V are each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the exclusive representations Company which it and warranties made by Acquiror, Merger Sub, their Affiliatesits Representatives have desired or requested to review, and their respective Representativesthat it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties contained expressly set forth in this Article VIII and the certificate delivered by the Company pursuant to Section 6.02(a), Parent and Merger Sub hereby agree and acknowledge that (i) neither Acquiror the Company nor Merger Subany of its Subsidiaries, nor any other Person, has made or makes is making, and Parent and Merger Sub are not relying on, any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information made available to Parent, Merger Sub or any of their respective Representatives or Affiliates or any information developed by Parent, Merger Sub or any of their respective Representatives or Affiliates based thereon and expressly disclaims (ii) neither the Company nor any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Subof its Subsidiaries, nor any other Person, makes will have or has made be subject to any representation or warranty liability to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Parent or Merger Sub resulting from the delivery, dissemination or (b) any oral orother distribution to Parent, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article Vor any of their respective Representatives or Affiliates, written or the use by Parent, Merger Sub or any of their respective Representatives or Affiliates, of any information made available to the other parties hereto in the course Parent, Merger Sub or any of their evaluation respective Representatives or Affiliates, including in any “data rooms” or management presentations, in anticipation or contemplation of Acquiror any of the Transactions. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigation and have not relied on any express or implied representations or warranties regarding the Company and its Subsidiaries other than those expressly set forth in Article III and the negotiation of this Agreement or in certificate delivered by the course of the TransactionsCompany pursuant to Section 6.02(a).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Partnership Parties in this Article VARTICLE VI, neither Acquiror nor Merger Sub, none of the Partnership Parties nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Partnership Parties or completeness any of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and each of the Partnership Parties hereby expressly disclaims any such other representations or warranties. Without In particular, without limiting the foregoing, neither Acquiror nor Merger Sub, none of the Partnership Parties nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Parent Parties, Merger Sub or any of their respective Affiliates or Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Partnership Parties, any of their respective Affiliates or Merger Sub any of their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub any of the Partnership Parties in this Article VARTICLE VI, written information made available to the other parties hereto Parent Parties, Merger Sub or any of their respective Affiliates or Representatives in the course of their evaluation of Acquiror and Merger Sub and the Partnership, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 6.16 shall limit the Parent Parties’ or Merger Sub’s remedies with respect to intentional or willful misrepresentation of material facts that constitute common law fraud arising from or relating to the express representations and warranties made by the Partnership in this ARTICLE VI.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIV, neither Acquiror nor Merger Subany certificate delivered by the Company and the Voting Agreements, nor none of the Company, any of its Affiliates or any other Person, has made Person on behalf of the Company or any of its Affiliates makes any other express or implied representation or warranty, either written warranty with respect to the Company or oral, on behalf any of Acquiror its Subsidiaries or with respect to any other information provided to Parent or Merger SubSubs or their Affiliates or Representatives in connection with this Agreement, to the accuracy Mergers or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives transactions contemplated by this Agreement. The Company acknowledges and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral oragrees that, except for the representations and warranties expressly set forth in Article V and in any certificates delivered by Parent, Merger Subs or any of their Representatives in connection with the transactions contemplated hereby, (a) none of Parent, Merger Subs or any of their respective Representatives makes, or has made, any representations or warranties relating to Parent, Merger Subs or Parent’s business or otherwise in connection with the Mergers, (b) the Company is not relying on any representation or warranty of Parent or Merger Subs, including any representation or warranty with respect to any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company, and any of its Subsidiaries or any of their Representatives and (c) no Person has been authorized by Parent or Merger Subs to make any representation or warranty relating to Parent or Merger Subs or their businesses or otherwise in connection with the Mergers, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party. Nothing in this Section 4.29 shall impact any rights of any party to this Agreement in respect of fraud with respect to the representations and warranties made by Acquiror or Merger Sub the Company in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsAgreement.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub Except as otherwise expressly provided in this Article V are IV (as may be modified by the exclusive representations Company Disclosure Schedule), Company hereby expressly disclaims and warranties made by Acquirornegates, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warrantywarranty whatsoever (whether at Law or in equity) with respect to Company and its Affiliates, either written and any matter relating to any of them, including their affairs, the condition, value or oralquality of the assets, on behalf liabilities, financial condition or results of Acquiror operations, or Merger Sub, with respect to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course Purchaser Parties, their Affiliates or any of their evaluation respective representatives by, or on behalf of, Purchaser Parties, and any such representations or warranties are expressly disclaimed. Without limiting the generality of Acquiror and Merger Sub and the negotiation of foregoing, except as expressly set forth in this Agreement (as may be modified by the Company Disclosure Schedule), neither the Company nor any other Person on behalf thereof has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Purchaser Parties, or their Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any presentation or in any other information made available to the course Purchaser Parties, or their Affiliates or any of the Transactionstheir representatives or any other Person, and any such representations or warranties are expressly disclaimed.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Xxxxxx Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or a Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and the Merger Sub and the negotiation of this Agreement or in the course of the Transactions.

No Other Representations or Warranties. The Except for the representations and warranties made by Acquiror set forth in this Article IV, Parent and Merger Sub in this Article V are acknowledge that neither the exclusive representations and warranties Partnership nor any other Person on behalf of the Partnership makes or has made by Acquirorany other express or implied representation or warranty with respect to the Partnership or with respect to any other information provided to Parent, Merger Sub, the Parent Board or their AffiliatesRepresentatives, and in connection with the Merger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, except as required by applicable Law, neither the Partnership nor any other Person will have or be subject to any liability or other obligation to Parent or Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub (including their respective Representatives) of, or Parent’s or Merger Sub’s (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts or other materials made available to Parent or Merger Sub in expectation of the Merger, unless any such information is the subject of an express representation or warranty set forth in this Article IV. Except The Partnership and the Partnership GP acknowledge and agree that, except for the representations and warranties contained in this Article V, neither Acquiror nor the Partnership and the Partnership GP have not relied on and none of Parent, Merger Sub, nor Sub or any other Person, of their respective Affiliates or Representatives has made or makes any other express or implied representation or warranty, either express or implied, whether written or oral, concerning Parent, Merger Sub or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to information provided by or on behalf of Acquiror or Merger SubParent, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement respective Affiliates or in the course of the TransactionsRepresentatives.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly contained in this Article VSection 5, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company, the Company’s Subsidiaries or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives transactions contemplated by this Agreement, and expressly the Company disclaims any such other representations or warranties, whether made by the Company or any of its Affiliates, officers, directors, employees, agents or representatives. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except Except for the representations and warranties expressly made by Acquiror contained in this Section 5, the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Parent, Merger Sub in this Article Vor any of their Affiliates or representatives (including any opinion, written information made available information, projection, or advice that may have been or may be provided to Parent by any director, officer, employee, agent, consultant, or representative of the Company or any of its Affiliates). Without limiting the generality of the foregoing, and for the avoidance of doubt, neither the Company nor any other Person makes any representation or warranty with respect to the performance of the Company’s new GreenLight HPS™ technology or any of the Company’s other parties hereto new urology products that were introduced at the American Urological Association annual meeting in late May 2006 (collectively, the course “New Product Introductions”), the attractiveness of their evaluation the New Product Introductions to, or the rate of Acquiror adoption of the New Product Introductions by, current and Merger Sub new customers, the effect of the New Product Introductions on sales of the Company’s other product offerings, the Company’s ability to ramp up production of the New Product Introductions to meet anticipated demand, the Company’s ability to compete with similar product offerings and other therapies for the treatment of BPH, or the impact on sales and pricing of the New Product Introductions and the negotiation Company’s other product offerings of this Agreement or possible reductions in private and public payer reimbursement levels for the course of the TransactionsPVP procedure.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V3 (as qualified by the Company Disclosure Letter), neither Acquiror nor Merger Subnone of the Company, nor any of its affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any Parent Representatives on any such representation or warranty) with respect to the Company, either written the Company Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to Parent, Merger Sub or the Parent Representatives or affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has the Parent Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or the Parent Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or the Parent Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or the Parent Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to 3 (as qualified by the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsCompany Disclosure Letter).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V3 and the other certificates and agreements contemplated 89887722_19 150326672.16 hereby, neither Acquiror nor Merger Subnone of the Company, nor any of its Affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective Affiliates or Representatives on any such representation or warranty) with respect to the Company, either written its Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to Parent, Merger Sub or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has their Representatives or Affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to 3 or the other parties hereto in the course of their evaluation of Acquiror certificates and Merger Sub and the negotiation of this Agreement or in the course of the Transactionsagreements hereby.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VIV or in any certificate delivered by the Company to Parent and Merger Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, neither Acquiror nor projections, estimates, budgets or other information), and each of Parent and Merger SubSub acknowledges that (a) none of the Company, nor the Company Subsidiaries or any other Person, has made or makes any other express or implied representation or warranty, either written or oral, Person on behalf of Acquiror the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, the Merger Subor the other Transactions, to the accuracy and Parent and Merger Sub are not relying on any representation or completeness warranty of any information regarding Acquiror Person except for those expressly set forth in this Agreement, (b) no person has been authorized by the Company, the Company Subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement and Merger, and if made, such representation or warranty shall not be relied upon by Parent or Merger Sub as having been authorized by such entity, and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Merger Sub or any of their Representatives, including any materials or information made available to Parent or its Representatives in connection with presentations by the other parties Company’s management, are not and shall not be deemed to be or their respective Representatives and expressly disclaims any such other include representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, Each of Parent and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral oracknowledges that it has conducted, except for to its satisfaction, its own independent investigation of the representations condition, operations and warranties expressly made by Acquiror or business of the Company and in making its determination to proceed with the Transactions, including the Merger, each of Parent and Merger Sub in has relied solely on the results of its own independent investigation and the terms of this Article V, written Agreement and has not relied directly or indirectly on any materials or information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement Parent or in the course its Representatives by or on behalf of the TransactionsCompany.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by Parent in this Article VII or in any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Subnone of Parent, nor the other Sellers, the Business Companies or any other Person, has made or Person makes any other express or implied representation or warrantywarranty with respect to Parent, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties Sellers, the Business Companies or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Business Companies or the Business, notwithstanding the delivery or disclosure to Buyer or any of its Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. In particular, and expressly disclaims any such other representations or warranties. Without without limiting the generality of the foregoing, neither Acquiror nor Merger Subnone of Parent, nor the other Sellers, the Business Companies or any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Buyer or any of its Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror the Business Companies or Merger Sub the Business or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub Parent in this Article VII or in any certificate delivered pursuant to this Agreement, any oral or written information made available presented to the other parties hereto Buyer or any of its Representatives in the course of their evaluation due diligence investigation of Acquiror the Business Companies and Merger Sub and the Business, the negotiation of this Agreement and the other Transaction Documents or in the course of the Transactions. None of Parent, the other Sellers, the Business Companies or any other Person will have or be subject to any liability or other obligation to Buyer or any of its Representatives or any other Person resulting from the consummation of the Transactions or Buyer’s use by any of its Representatives of any such information, including information, documents, projections, forecasts or other material made available to Buyer or its Representatives in any “data rooms”, teaser, confidential information memorandum or management presentations in connection with the Transactions, unless any such information is expressly and specifically included in a representation or warranty contained in this Article II or in any certificate delivered pursuant to this Agreement and then only as expressly provided in this Agreement or such certificate. Parent and each of the other Sellers and the Business Companies disclaim any and all other representations and warranties, whether express or implied. Notwithstanding anything herein to the contrary, nothing in this Section 2.26 shall impact, restrain, prohibit or limit any claim in respect of Fraud.

No Other Representations or Warranties. The Except for the express representations and warranties made by Acquiror Parent and Merger Sub in this Article V are the exclusive representations and warranties made by AcquirorIV or in any certificate delivered pursuant to this Agreement, none of Parent, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor Sub or any other Person, Person makes or has made or makes to the Company any other express or implied representation or warranty, either written expressed or oralimplied, at law or in equity, with respect to or on behalf of Acquiror Parent, Merger Sub or their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition or results of operations. None of Parent, Merger Sub nor any other Person makes or has made to the Company any representation or warranty, expressed or implied, at law or in equity, with respect to the future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) of Parent or Merger Sub, to or the accuracy or completeness of any information regarding Acquiror Parent or its Subsidiaries (including Merger Sub Sub) or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other parties form in expectation of, or their respective Representatives in connection with, this Agreement or the Transaction. Except for the express representations and expressly disclaims warranties made by Parent and Merger Sub in this Article IV, Xxxxxx and Merger Sub disclaim any such other representations or warranties, whether made by Parent or Merger Sub for any of their respective Subsidiaries or any of their respective Affiliates or representatives. Without limiting Each of Parent and Merger Sub acknowledges and agrees that, (a) except for the foregoingrepresentations and warranties made by the Company in Article III (as qualified by the applicable items disclosed in the Company Disclosure Letter in accordance with the introduction to Article III) or in any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson is making or has made any representations or warranty, makes expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, or their respective businesses, operations, assets, liabilities, financial condition or results of operations and (b) none of the Company or any other Person is making or has made any representation or warranty warranty, expressed or implied, at law or in equity, with respect to the future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) of the Company or its Subsidiaries or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget matter furnished or prospect information relating provided to Acquiror Parent or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the other parties hereto in the course Transaction. Each of their evaluation of Acquiror Parent and Merger Sub specifically disclaims that it is relying upon or has relied upon any other representations or warranties that may have been made by any Person and acknowledges and agrees that the negotiation of this Agreement or in the course of the TransactionsCompany and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained made by the Company in this Article V3, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties Company, its Subsidiaries, or their respective Representatives businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and expressly the Company hereby disclaims any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Acquiror or any of its Affiliates or representatives with respect to, and shall have no liability in respect of, : (ai) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses; or (bii) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article V3, any oral or written information made available presented to the other parties hereto Acquiror or any of its Affiliates or representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. No Person has been authorized by the Company or any of its Subsidiaries, or any of their respective Affiliates or Representatives, to make any representation or warranty relating to the Company and its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Acquiror, its Subsidiaries, or any of their respective Affiliates or Representatives as having been authorized by the Company and its Subsidiaries, or any of their respective Affiliates or Representatives (or any other Person).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIV (as qualified by the Parent Disclosure Letter), neither Acquiror nor Merger Subnone of Parent, nor any of its affiliates or any other Person, has made or Person on behalf of Parent makes any other express or implied representation or warranty (and there is and has been no reliance by the Company or any of its respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to Parent, either written the Parent Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to the Company or its respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, Parent nor any other Person, makes Person will have or has made be subject to any representation liability or warranty other obligation to the Company or its Representatives or affiliates or any other parties hereto with respect toPerson resulting from the Company or its Representatives’ or affiliates’ use of any information, and shall have no liability in respect ofdocuments, (a) any financial projectionprojections, forecast, estimate, budget forecasts or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information other material made available to the other parties hereto Company or its Representatives or affiliates, including any information made available in teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement Company or its respective Representatives or in the course of any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV (as qualified by the Parent Disclosure Letter).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V3, neither Acquiror nor Merger Subnone of the Company, nor the Sellers or any other Person, of their respective Related Parties has made or makes is making any other express or implied representation or warrantywarranty of any nature to the Buyer, either written Merger Sub or oralany of their respective Related Parties, at law or in equity, with respect to matters relating to the Sellers, the Company and its Subsidiaries, their respective Related Parties, their respective businesses, the Company Equity Interests or any other matter related to or in connection with the transactions contemplated hereby, and the Company, the Sellers and their respective Related Parties hereby expressly disclaims reliance on behalf of Acquiror any such other representations or Merger Sub, warranties (including as to the accuracy or completeness of any information regarding Acquiror provided to the Buyer or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesSub). Without limiting the generality of the foregoing, neither Acquiror nor Merger Subexcept as expressly set forth in this Article 3, nor any other Personnone of the Company, makes the Sellers or their respective Related Parties has made or is making any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, to (ai) any financial projectionprojections, forecast, estimate, budget estimates or prospect information relating budgets delivered to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Buyer, Merger Sub and the negotiation or their respective Related Parties of this Agreement future revenues, future results of operations (or in the course any component thereof), future cash flows or future financial condition (or any component thereof) of the Transactions.Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to the Buyer, Merger Sub or their respective Related Parties with respect to the Company and its Subsidiaries or their respective businesses or operations (including as to the accuracy or completeness of any such information or documents)

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained expressly set forth in this Article V‎ARTICLE 3, neither Acquiror nor Merger Subnone of the Company, nor any of its affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warrantywarranty of any kind whatsoever, either written at Law or oralin equity, on behalf of Acquiror with respect to the Company, its Subsidiaries or Merger Subtheir respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or with respect to any other information (including projections, estimates, forecasts or budgets) provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof, notwithstanding the delivery or disclosure to Parent and the Merger Sub or any of their affiliates or Representatives of any documentation, forecasts or other information regarding Acquiror with respect to any one or Merger Sub available to more of the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesforegoing. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Pxxxxx, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactions‎ARTICLE 3.

No Other Representations or Warranties. The Except for the representations and warranties set forth in this Article IV, none of the Partnership, the Partnership GP, or any other Person makes or has made by Acquiror and any express or implied representation or warranty with respect to the Partnership, the Partnership GP or with respect to any other information provided to Parent or Merger Sub in this Article V are connection with the exclusive representations and warranties made by AcquirorMerger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, none of the Partnership, the Partnership GP or any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub, their Affiliates, and Sub or any other Person resulting from the distribution to Parent or Merger Sub (including their respective Representatives) of, or Parent’s or Merger Sub’s (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts or other materials made available to Parent or Merger Sub in expectation of the Merger, unless any such information is the subject of an express representation or warranty set forth in this Article IV. Except The Partnership and the Partnership GP acknowledge and agree that, except for the representations and warranties contained in this Article V, neither Acquiror nor the Partnership and the Partnership GP have not relied on, and none of Parent, Merger SubSub or any of their respective Affiliates or Representatives has made, nor any other Person, has made or makes any other express or implied representation or warranty, either express or implied, whether written or oral, concerning Parent, Merger Sub or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to information provided by or on behalf of Acquiror or Merger SubParent, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement respective Affiliates or in the course of the TransactionsRepresentatives.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VIII or in any certificate delivered by the Company to Parent and Merger Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, neither Acquiror nor projections, estimates, budgets or other information), each of Parent and Merger SubSub acknowledges that (x) none of the Company, nor the Company Subsidiaries or any other PersonPerson on behalf of the Company makes, or has made or makes made, any other express or implied representation or warranty, either written express or oralimplied, relating to itself or its business or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and Parent and Merger Sub are not relying on any representation, warranty or other information of any Person except for those representations or warranties expressly set forth in this Agreement, (y) no Person has been authorized by the Company, the Company Subsidiaries or any other Person on behalf of Acquiror the Company to make any representation or Merger Subwarranty, express or implied, relating to the accuracy itself or completeness of any information regarding Acquiror its business or otherwise in connection with this Agreement and Merger, and if made, such representation or warranty shall not be relied upon by Parent or Merger Sub as having been authorized by such entity and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the other parties Company’s management, or their respective Representatives information made available on any “data sites” are not and expressly disclaims any such other shall not be deemed to be or include representations or warranties. Without limiting the generality of the foregoing, neither Acquiror nor each of Parent and Merger SubSub hereby acknowledges and agrees that none of the Company, nor the Company Subsidiaries or any other PersonPerson on behalf of the Company makes, makes or has made made, any representation or warranty to the other parties hereto with respect toto any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company, the Company Subsidiaries or their future business, operations or affairs. Each of Parent and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral oracknowledges that it has conducted, except for to its satisfaction, its own independent investigation of the representations condition, operations and warranties expressly made business of the Company and, in making its determination to proceed with the transactions contemplated by Acquiror or this Agreement, including the Merger, each of Parent and Merger Sub in has relied solely on the results of its own independent investigation and the terms of this Article V, written Agreement and has not relied directly or indirectly on any materials or information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement Parent and/or its Representatives by or in the course on behalf of the TransactionsCompany.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIII or in any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warrantywarranty on behalf of the Company with respect to the Company and its Subsidiaries and the Company disclaims any other or implied representations or warranties, either written notwithstanding the delivery or oraldisclosure to Parent, Merger Sub 1, Merger Sub 2 or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements). The Company acknowledges and agrees that except for the representations and warranties expressly set forth in Article IV or in any certificate delivered pursuant to this Agreement, none of Parent, Merger Sub 1, Merger Sub 2 nor any other Person makes any other express or implied representation or warranty on behalf of Parent, Merger Sub 1 or Merger Sub 2 with respect to Parent and its Subsidiaries. The Company acknowledges and agrees, on behalf of Acquiror or Merger Subitself and its Subsidiaries, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orthat, except for the representations and warranties expressly made by Acquiror set forth in Article IV or in any certificate delivered pursuant to this Agreement, it has not relied on or otherwise been induced by: (i) any express or implied representation or warranty relating to Parent, Merger Sub in this Article V1, written information made available to the other parties hereto in the course Merger Sub 2 or any of their evaluation of Acquiror and Merger Sub and the negotiation of businesses or operations in connection with this Agreement or in the course Combination; (ii) any estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information provided or addressed to the Company or its Subsidiaries or any of their respective Affiliates or Representatives; or (iii) the Transactionsaccuracy or completeness of any other representation, warranty, estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information.

No Other Representations or Warranties. The (a) Except for the representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V4, neither Acquiror nor Merger Sub, nor any other Person, has made or Person makes any other express or implied representation or warrantywarranty with respect to Acquiror, either written or oralits Subsidiaries, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and expressly Acquiror hereby disclaims any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, neither Acquiror nor Merger Sub, nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Company or any of its Affiliates or representatives with respect to, and shall have no liability in respect of, : (ai) any financial projection, forecast, estimate, budget or prospect prospective information relating to Acquiror Acquiror, any of its Subsidiaries or Merger Sub their respective businesses; or (bii) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V4, any oral or written information made available presented to the other parties hereto Company or any of its Affiliates or representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and Acquiror, the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby. No Person has been authorized by Acquiror or any of its Subsidiaries, or any of their respective Affiliates or Representatives, to make any representation or warranty relating to Acquiror and its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by the Company, its Subsidiaries, or any of their respective Affiliates or Representatives as having been authorized by Acquiror and its Subsidiaries, or any of their respective Affiliates or Representatives (or any other Person).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained in this Article VAgreement or the Stockholders’ Agreements, each of Purchaser and Merger Sub acknowledges that neither Acquiror nor Merger Sub, the Company nor any other Person, Person on behalf of the Company has made or makes is making any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy or completeness Company, any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective Representatives and expressly disclaims any such other representations businesses, or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor with respect to any other Personinformation provided to Parent, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Purchaser or Merger Sub or (b) any oral orof their Representatives. Except with respect to information provided or confirmed by the Company or any Company Subsidiary expressly for inclusion in the Parent Shareholders Circular in accordance with Section 3.29, except for neither the representations and warranties expressly made by Acquiror Company nor any other Person will have or be subject to any liability or indemnification obligation to Parent, Purchaser or Merger Sub in this Article Vor, written information insofar as the parties are concerned, any other Person resulting from the distribution to Parent, Purchaser or Merger Sub of, or use by Parent, Purchaser or Merger Sub of, any such information, including without limitation any information, documents, projections, forecasts or other material made available to the other parties hereto in the course Parent, Purchaser or Merger Sub or any of their evaluation Representatives in a “data room” or “virtual data room”, confidential information memoranda or management presentations in expectation of Acquiror and Merger Sub and the negotiation of transactions contemplated by this Agreement or otherwise, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in this Agreement, in the course of Company Disclosure Schedules or in a certificate delivered by the TransactionsCompany in connection with the Closing or in the Stockholders’ Agreements.

No Other Representations or Warranties. The Parent has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Oceanbulk Companies, which investigation, review and analysis was done by Parent and its Subsidiaries and representatives. In entering into this Agreement, Parent acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any representations and warranties made by Acquiror and Merger Sub in this Article V are or opinions (whether written or oral) of the exclusive representations and warranties made by AcquirorSellers, Merger Sub, their Affiliates, and the Oceanbulk Companies or their respective RepresentativesAffiliates (except the specific representations made in Articles IV and V). Except for the representations and warranties contained in this Article VIV, neither Acquiror nor Merger SubArticle V and in the certificate delivered by the Sellers’ Representative pursuant to Section 10.3(f), nor Parent acknowledges that (a) none of the Sellers, the Oceanbulk Companies or any other Person on behalf of the Sellers or Oceanbulk Companies makes any other representation or warranty, express or implied, written or oral, at law or in equity, with respect to the Sellers, the Oceanbulk Companies, or the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects thereof, including with respect to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Oceanbulk Companies or the business thereof by Parent after the Effective Time in any manner other than as used and operated by the Oceanbulk Companies or (iii) the probable success or profitability of the Oceanbulk Companies or the business thereof after the Effective Time and (b) except in the case of fraud, none of the Sellers, the Oceanbulk Companies or any other Person will have or be subject to any liability or indemnification obligation to Parent or any other Person resulting from the distribution to Parent or any other Person, has made or makes any other express or implied representation or warrantytheir use of, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror provided in connection with the Transactions, including any information, documents, projections, forecasts or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information material made available to the other parties hereto them in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement certain “data rooms” or management presentations or in the course of any other form in expectation of, or in connection with, the Transactions.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIII (as qualified by the Sagicor Disclosure Schedule), neither Acquiror nor Merger Sub, nor none of the members of the Sagicor Group or any other Person, has made or Person makes any other express or implied representation or warranty (and there is and has been no reliance by Alignvest or any of Alignvest’s Representatives or Alignvest’s Affiliates on any such representation or warranty) with respect to the Sagicor Group or its businesses or with respect to any other information provided, either written or oral, on behalf of Acquiror or Merger Submade available, to Alignvest or any of Alignvest’s Representatives or Alignvest’s Affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Sagicor Group nor any other PersonPerson will have or be subject to any liability or other obligation to Alignvest or any of Alignvest’s Representatives or Alignvest’s Affiliates or any other Person resulting from Alignvest’s or Alignvest’s Representatives’ or Alignvest’s Affiliates’ use of any information, makes documents, projections, forecasts or has other material made available to Alignvest or any of Alignvest’s Representatives or Alignvest’s Affiliates, including any information made available in management presentations or in the electronic or other data rooms maintained by or on behalf of the Sagicor Group or its Representatives in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to III (as qualified by the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsSagicor Disclosure Schedule).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained expressly set forth in this Article VIV or any certificate delivered hereunder, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson on behalf of the Company makes, or has made or makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims), any other express or implied representation or warranty, either written warranty with respect to the Company or oral, on behalf any of Acquiror the Company’s Subsidiaries or Merger Sub, with respect to the accuracy or completeness of any information regarding Acquiror provided, or made available, to the Acquiring Parties, Merger Sub available or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other parties or transactions contemplated by this Agreement, and the Acquiring Parties and Merger Sub and their respective Representatives and expressly disclaims Affiliates are not relying on, and waive any such claim based on reliance on, any representation, warranty or other representations information of the Company, any of the Company’s Subsidiaries or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes Person except for those expressly set forth in this Article IV or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except certificate delivered hereunder. Except for the representations and warranties expressly made by Acquiror set forth in this Article IV or any certificate delivered hereunder, none of the Company, any of the Company’s Subsidiaries or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to the Acquiring Parties or Merger Sub in this Article Vwith respect to, written and none of the Company, the Company’s Subsidiaries or any other Person shall be subject to, any liability to the Acquiring Parties, Merger Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to the Acquiring Parties, Merger Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to the other parties hereto Acquiring Parties and/or their Representatives or Affiliates in connection with presentations by the course Company’s management or information made available on any electronic data room for “Project Hercules II” and maintained by the Company for purposes of their evaluation of Acquiror and the Merger Sub and the negotiation of other transactions contemplated by this Agreement or in Agreement, including the course of electronic data room hosted by Datasite under the Transactionstitle Hercules II (collectively, the “VDR”).

No Other Representations or Warranties. The representations (a) Each of Parent and warranties made by Acquiror Purchaser acknowledges and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiroragrees that, Merger Sub, their Affiliates, and their respective Representatives. Except except for the representations and warranties contained (including the Schedules with respect thereto) made by Seller and expressly set forth in Section 2.1 of this Article VAgreement, neither Acquiror nor Merger Sub, Seller nor any other Person, representative of Seller has made and will not be construed as having made to Parent or makes Purchaser or to any other express of their respective representatives, and none of Parent, Purchaser or implied any of their respective representatives have relied upon, any representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness warranty of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantieskind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by Seller in Section 2.1 hereof, each of Parent and Purchaser agrees that neither Acquiror nor Merger Sub, Seller nor any other Person, representative of Seller makes or has made any representation or warranty to the other parties hereto Parent or Purchaser or to any of their respective representatives with respect toto any estimates, projections and other forecasts relating to the Cinagro Shares or the Company Shares, and shall have no liability in plan and budget information with respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral thereto or, except for to the representations extent and warranties as expressly made covered by Acquiror a representation and warranty of Seller contained in Section 2.1 hereof, with respect to any other statements, documents or Merger Sub in this Article V, written other information heretofore or hereafter delivered to or made available to the other parties hereto in the course Parent or Purchaser or to any of their evaluation respective representatives and that neither Parent nor Purchaser will assert any claim against Seller or any of Acquiror and Merger Sub and the negotiation of this Agreement its directors, officers, employees, agents, stockholders, or in the course of the Transactionsrepresentatives, or hold Seller or any such persons liable with respect thereto.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIII or in any certificate delivered pursuant to this Agreement, Parent and Merger Sub (each for itself and on behalf of its Affiliates and Representatives) acknowledge that neither Acquiror the Company nor Merger Subany of its Subsidiaries, nor any other Person, has have made or makes is making, and each of Parent, Merger Sub and their Affiliates and respective Representatives have not relied on and are not relying on, any other express or implied representation or warrantywarranty with respect to the Company or any of its Subsidiaries or their respective businesses, either written operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their Affiliates or respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing or any oral, written, video, electronic or other information developed by Parent, Merger Sub or any of their Affiliates or respective Representatives. Except in connection with the representations and warranties made by the Company in this Article III or in any certificate delivered pursuant to this Agreement, Parent and Merger Sub (each for itself and on behalf of Acquiror or Merger Sub, to its Affiliates and Representatives) acknowledge that neither the accuracy or completeness Company nor any of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Subits Subsidiaries, nor any other Person, will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any of their Affiliates or respective Representatives resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their Affiliates or respective Representatives (in any form whatsoever and through any medium whatsoever), or the use by Parent, Merger Sub or any of their Affiliates or respective Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Parent, Merger Sub or any of their Affiliates or respective Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal, in person, by phone, through video or in any other format), in anticipation or contemplation of any of the Transactions. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article III or in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any express or implied representation or warranty to the other parties hereto Parent or Merger Sub or any of their Affiliates or respective Representatives with respect to, and shall have no liability in respect of, to (ax) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or their respective businesses or (y) , any oral, written, video, electronic or other information presented to Parent or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror of their Affiliates or Merger Sub in this Article V, written information made available to the other parties hereto respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions.

No Other Representations or Warranties. The representations and warranties made by Acquiror Parent and Merger Sub in this Article V are the exclusive representations acknowledge and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except agree that except for the representations and warranties contained in this Article VIII, neither Acquiror nor Merger Sub, nor any other Person, has made certificate delivered pursuant to Article VI or makes any other express or implied representation or warranty, either written or oral, on behalf letter of Acquiror or Merger Sub, transmittal related to the accuracy Shares, none of the Company, any of its Subsidiaries, or completeness any stockholder or Representative of the Company or any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, of its Subsidiaries makes or has made any representation or warranty warranty, either express or implied, concerning the Company or its Subsidiaries or any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the other parties hereto with respect torepresentations and warranties contained in Article III, and any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company or its Affiliates, Subsidiaries, stockholders or Representatives shall have no any liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (bincluding in contract or tort, under federal or state securities laws or otherwise) based upon any oral orinformation or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, except for the representations and warranties expressly made by Acquiror Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in this Article V, written information made available to connection with the Merger and the other parties hereto in the course transactions contemplated hereby. Each of their evaluation of Acquiror Parent and Merger Sub acknowledges and the negotiation of this Agreement or in the course agrees that, as of the Transactionsdate hereof and to its knowledge, it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V4 (as qualified by the Parent Disclosure Letter), neither Acquiror nor Merger Subnone of Parent, nor any of its affiliates or any other Person, has made or Person on behalf of Parent makes any other express or implied representation or warrantywarranty (and the Company, either written or oral, on its own behalf and on behalf of Acquiror the Company’s Representatives, acknowledges and agrees that it has not relied, and disclaims reliance, on any such representation or Merger Subwarranty) with respect to Parent, the Parent Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company or the Company’s Representatives or affiliates or any other Person in connection with the transactions contemplated hereby, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor none of Parent, Merger Sub, nor or any other Person, makes Person will have or has made be subject to any representation liability or warranty other obligation to the Company or the Company Representatives or affiliates or any other parties hereto with respect toPerson (and the Company acknowledges and agrees that none of Parent, and shall Merger Sub, or any other Person will have no or be subject to any such liability in respect ofor obligation) resulting from the Company’s or the Company Representatives’ or affiliates’ use of any information, (a) any financial projectiondocuments, forecastprojections, estimate, budget forecasts or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information other material made available to the other parties hereto Company or the Company Representatives or affiliates, including any information made available in the course electronic data room maintained by Parent for purposes of their evaluation the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Acquiror and Merger Sub and the negotiation of this Agreement Company or the Company’s Representatives or in any other form in connection with the course of transactions contemplated by this Agreement, unless and to the Transactionsextent any such information is expressly included in a representation or warranty contained in this Article 4 (as qualified by the Parent Disclosure Letter).

No Other Representations or Warranties. The representations and warranties made by Acquiror Each of Parent, Production Company, UnSub, Merger Sub I and Merger Sub II acknowledges that, except as provided in this Article V are 3 or in the exclusive representations and warranties made by Acquirorother Transaction Agreements, Merger Subnone of the Company, their Affiliatesany Company Stockholder, and any Equity Award Holder or any of their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger SubAffiliates, nor any other Personof their respective directors, officers, employees, stockholders, partners, members or Representatives has made made, or makes is making, any other express or implied representation or warrantywarranty of any nature whatsoever to Parent, either written Production Company, UnSub, any Merger Sub or oralany of their respective Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Parent, on behalf of Acquiror Production Company, UnSub or any Merger Sub. Without limiting the generality of the foregoing, each of Parent, Production Company, UnSub, Merger Sub I and Merger Sub II acknowledges that none of the Company, any Company Stockholder, any Equity Award Holder or any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent, Production Company, UnSub, any Merger Sub or their respective Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Parent, Production Company, UnSub, any Merger Sub or their respective Affiliates or Representatives with respect to the Company and its Subsidiaries or their respective businesses or operations (including as to the accuracy or completeness of any such information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral ordocuments), except for the representations and warranties as expressly made by Acquiror or Merger Sub set forth in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement 3 or in the course of the Transactionsother Transaction Agreements.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained expressly set forth in this Article VAgreement, neither Acquiror nor Merger Subthe Ancillary Agreements, or any of the documents, certificates and instruments contemplated hereby or thereby to which any Buyer and Seller or Parent are parties, each party acknowledges that no other party hereto nor any of its affiliates or any other Person, Person makes or has made or makes any other express or implied representation or warrantywarranty with respect to the Purchased Assets, either written the Primary Leases, the Assumed Liabilities or oralotherwise or with respect to any information provided to Buyers or any of their affiliates, agents or representatives or otherwise in connection with the transactions contemplated hereby, whether on behalf of Acquiror Seller or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesPersons. Without limiting the foregoingFOR THE AVOIDANCE OF DOUBT, neither Acquiror nor Merger SubEACH BUYER ACKNOWLEDGES THAT, nor any other PersonOTHER THAN AS SET FORTH HEREIN, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except NONE OF SELLER OR ANY OF ITS AFFILIATES MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OF ANY OF THE PURCHASED ASSETS OR THE SUBLEASED STORES. Except for the express representations and warranties expressly made by Acquiror or Merger Sub contained in this Article VAgreement, written information made available the Purchased Assets to be transferred, and rights with respect to the other parties hereto Subleased Stores hereunder (to the extent provided under the Subleases), will be transferred “as is, where is,” in the course their present condition and state of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactionsrepair.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained in this Article VIII and the corresponding representations and warranties set forth in the Company’s officers’ certificate to be delivered pursuant to Section 6.2(c), neither Acquiror nor Merger Sub, each Parent Party acknowledges that no Company Party nor any other Person, has made or Person on behalf of a Company Party makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company Parties or completeness any of any information regarding Acquiror or Merger Sub available to the other parties their Subsidiaries or their respective Representatives businesses, operations, assets, liabilities or conditions (financial or otherwise) with respect to any other information provided to any of the Parent Parties in connection with this Agreement or the Transactions, and expressly disclaims the Company Parties hereby disclaim any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, neither Acquiror nor Merger Sub, no Company Party nor any other Person, Person on behalf of the Company makes or has made any representation or warranty warranty, except for the representations and warranties made by the Company Parties in this Article III and the corresponding representations and warranties set forth in the Company’s officers’ certificate to the other parties hereto be delivered pursuant to Section 6.2(c), to any Parent Party or any of their respective Affiliates or Representatives with respect to, and shall have no liability in respect of, to (ai) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror any Company Party or Merger Sub its respective Subsidiaries or its businesses; or (bii) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto any Parent Party or any of their respective Affiliates or Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions. No Company Party nor any other Person will have or be subject to any liability to any Parent Party or any other Person resulting from the distribution to any Parent Party, or any Parent Party’s use of, any such information, including any information, documents, projections, forecasts or other material made available to the Parent Parties in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions. Notwithstanding the foregoing, nothing in this Section 3.30 shall limit any Parent Party’s remedies with respect to claims of Fraud arising from or relating to the express written representations and warranties made by the Company Parties in this Article III and the corresponding representations and warranties set forth in the Company’s officers’ certificate to be delivered pursuant to Section 6.2(c).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V3 (as qualified by the Company Disclosure Letter), neither Acquiror nor Merger Subnone of the Company, nor any of its affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warrantywarranty (and each of Parent and Merger Sub, either written or oral, on its own behalf and on behalf of Acquiror Parent’s Representatives, acknowledges and agrees that it has not relied, and disclaims reliance, on any such representation or Merger Subwarranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or the Parent Representatives or affiliates or any other Person in connection with the transactions contemplated hereby, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has the Parent Representatives or affiliates or any other Person (and each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person will have or be subject to any such liability or obligation) resulting from Parent’s, Merger Sub’s or the Parent Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or the Parent Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or the Parent Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to 3 (as qualified by the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsCompany Disclosure Letter).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIV or in any certificate delivered pursuant to this Agreement, neither Acquiror nor none of Parent Merger SubSub 1, or Merger Sub 2 nor any other Person, has made or Person makes any other express or implied representation or warrantywarranty on behalf of Parent Merger Sub 1, either written or oralMerger Sub 2 with respect to Parent and its Subsidiaries and each of Parent Merger Sub 1, and Merger Sub 2 disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to the Company or any of their respective Affiliates or Representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements). Each of Parent, Merger Sub 1 and Merger Sub 2 acknowledges and agrees that except for the representations and warranties expressly set forth in Article III or in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company with respect to the Company and its Subsidiaries. Each of Parent, Merger Sub 1 and Merger Sub 2 acknowledges and agrees, on behalf of Acquiror or Merger Subitself and its respective Subsidiaries, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orthat, except for the representations and warranties expressly made by Acquiror set forth in Article III or Merger Sub in any certificate delivered pursuant to this Article VAgreement, written information made available it has not relied on or otherwise been induced by: (i) any express or implied representation or warranty relating to the other parties hereto Company, its Subsidiaries or any of the Company’s businesses or operations in the course of their evaluation of Acquiror and Merger Sub and the negotiation of connection with this Agreement or in the course Combination; (ii) any estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information provided or addressed to Parent, Merger Sub 1, Merger Sub 2, or any of their respective Affiliates, Subsidiaries or Representatives; or (iii) the Transactionsaccuracy or completeness of any other representation, warranty, estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information.

No Other Representations or Warranties. The Except for the express representations and warranties made by Acquiror and Merger Sub the Company in this Article V are III (as qualified by the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for applicable items disclosed in the representations and warranties contained Company Disclosure Letter in accordance with the introduction to this Article VIII) or in any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made to Parent or makes Merger Sub any other express or implied representation or warranty, either written expressed or oralimplied, at law or in equity, with respect to or on behalf of Acquiror the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition or results of operations. Neither the Company nor any other Person makes or has made to Parent or Merger SubSub any representation or warranty, expressed or implied, at law or in equity, with respect to the future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) of the Company or its Subsidiaries, or the accuracy or completeness of any information regarding Acquiror the Company or its Subsidiaries or any other matter furnished or provided to Parent or Merger Sub or made available to Parent or Merger Sub in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the other parties or their respective Representatives Transaction. Except for the express representations and expressly disclaims warranties made by the Company in this Article III (as qualified by the applicable items disclosed in the Company Disclosure Letter), the Company and its Subsidiaries disclaim any such other representations or warranties, whether made by the Company or any of its Subsidiaries or any of their respective Affiliates or representatives. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, The Company acknowledges and shall have no liability in respect ofagrees that, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Parent and Merger Sub in Article IV or in any certificate delivered pursuant to this Article VAgreement, written none of Parent, Merger Sub, or any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries (including Merger Sub) or their respective businesses, operations, assets, liabilities, financial condition or results of operations and (b) none of Parent, Merger Sub, or any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to the future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) of Parent or its Subsidiaries (including Merger Sub) or the accuracy or completeness of any information regarding Parent or its Subsidiaries (including Merger Sub) or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other parties hereto form in the course of their evaluation of Acquiror and Merger Sub and the negotiation of expectation of, or in connection with, this Agreement or in the course of the TransactionsTransaction. The Company specifically disclaims that it is relying upon or has relied upon any other representations or warranties that may have been made by any Person and acknowledges and agrees that Parent and its Affiliates (including Merger Sub) have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V3, neither Acquiror nor Merger Subnone of the Company, nor any of its affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by the Parent, Merger Sub or any of their respective affiliates or Representatives on any such representation or warranty) with respect to the Company, either written its Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to the Parent, Merger Sub or their respective Representatives or affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Person, makes Person will have or has made be subject to any representation liability or warranty other obligation to the other parties hereto with respect toParent, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) their Representatives or affiliates or any oral orother Person resulting from the Parent’s, except for the representations and warranties expressly made by Acquiror Merger Sub’s or Merger Sub in this Article Vtheir Representatives’ or affiliates’ use of any information, written information documents, projections, forecasts or other material made available to the other parties hereto Parent, Merger Sub or their Representatives or affiliates, including any information made available in the course electronic data room maintained by the Company for purposes of their evaluation the transactions contemplated by this Agreement, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Acquiror and Parent, Merger Sub and the negotiation of this Agreement or their respective Representatives or in any other form in connection with the course of transactions contemplated by this Agreement, unless and to the Transactionsextent any such information is expressly included in a representation or warranty contained in this Article 3.

No Other Representations or Warranties. The representations Match acknowledges and warranties made by Acquiror agrees, on behalf of itself and Merger Sub in this Article V are all members of the exclusive representations and warranties made by AcquirorMatch Group, Merger Subthat, their Affiliates, and their respective Representatives. Except except for the representations and warranties contained in this Article VV and any representations and warranties of IAC contained in the Ancillary Agreements, neither Acquiror nor Merger Sub, no member of the IAC Group nor any other PersonPerson makes, has made or makes and neither Match nor any other express or implied member of the Match Group is relying on, any representation or warranty, either written express or oralimplied, on behalf of Acquiror or Merger Sub, with respect to the accuracy members of the IAC Group, their businesses or completeness of with respect to any information regarding Acquiror furnished, disclosed or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information otherwise made available to the other parties hereto Match or any of its Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub IAC’s businesses and the negotiation of this Agreement or otherwise in connection with the course Transactions (including as to the accuracy and completeness thereof). Match acknowledges and agrees that, except pursuant to the terms and conditions of this Agreement and the other Transaction Documents, neither IAC nor any other Person shall be subject to any Liability or responsibility whatsoever to Match or any of the TransactionsMatch Affiliates or any of its stockholders, controlling Persons or Representatives on any basis (including in contract or tort, under securities Laws or otherwise) resulting from or based upon IAC’s furnishing, disclosing or otherwise making available in connection with this Agreement and the transactions contemplated hereby any information, documents or material in any form to Match or the Match Affiliates, stockholders, controlling Persons or Representatives, including in any data room or management presentations (formal or informal) and including any financial statements and any projections, forecasts, budgets, estimates or other forward-looking information, or the use of any such information.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V4, neither Acquiror nor Merger Sub, none of the Company or any of its Affiliates nor any other Person, Person on behalf of any of them makes or has made or makes any other express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses or with respect to any other information provided, or Made Available, to Parent, Merger Sub or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. The Company acknowledges and agrees that, except for the representations and warranties made by Parent and Merger Sub in Article 5, none of Parent, Merger Sub or any other Person is making or has made any representations or warranty, either written expressed or oralimplied, at law or in equity, with respect to or on behalf of Acquiror Parent, Merger Sub or Merger Subany of their Subsidiaries, to their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Acquiror or Parent, Merger Sub or any of their Subsidiaries or any other matter furnished or provided to the Company or made available to the Company or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other parties form in expectation of, or their respective Representatives in connection with, this Agreement or the Transactions. The Company is not relying and expressly specifically disclaims that it is relying upon or has relied upon any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor warranties that may have been made by any other Person, makes or has made any representation or warranty to the other parties hereto with respect toand acknowledges and agrees that Parent, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactionstheir Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained expressly set forth in this Article VIV or in any certificate delivered hereunder, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson on behalf of the Company makes, or has made or makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims), any other express or implied representation or warranty, either written warranty with respect to the Company or oral, on behalf any of Acquiror the Company’s Subsidiaries or Merger Sub, with respect to the accuracy or completeness of any information regarding Acquiror provided, or made available, to Parent, Acquisition Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger Sub available to or the other parties or transactions contemplated by this Agreement, and Parent and Acquisition Sub and their respective Representatives and expressly disclaims Affiliates are not relying on, and waive any such claim based on reliance on, any representation, warranty or other representations information of the Company, any of the Company’s Subsidiaries or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes Person except for those expressly set forth in this Article IV or has made in any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except certificate delivered hereunder. Except for the representations and warranties expressly made by Acquiror or Merger Sub set forth in this Article VIV or in any certificate delivered hereunder, written none of the Company, any of the Company’s Subsidiaries or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to Parent or Acquisition Sub with respect to, and none of the Company, the Company’s Subsidiaries or any other Person shall be subject to, any liability to Parent, Acquisition Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to Parent, Acquisition Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent and/or its Representatives or Affiliates in connection with presentations by the Company’s management or information made available on any electronic data room for “Project Heisman” and maintained by the Company for purposes of the Merger, the Offer and the other parties hereto in transactions contemplated by this Agreement, including the course of their evaluation of Acquiror and Merger Sub and electronic data room hosted by Datasite under the negotiation of this Agreement or in title Project Heisman (collectively, the course of the Transactions“VDR”).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Parent, Merger Sub, Sub nor any Representative or other Person, has made or Person on behalf of either makes any other express or implied representation or warranty, either written warranty with respect to them or oral, on behalf of Acquiror or Merger Sub, with respect to any other information provided to the accuracy or completeness of any information regarding Acquiror or Company in connection with the transactions contemplated hereby. Parent and Merger Sub available to the other parties or their respective Representatives each acknowledges and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral oragrees that, except for the representations and warranties expressly made set forth in Article IV and in the certificate contemplated by Acquiror clause (C)(6) of Annex A), (a) neither the Company, its Subsidiaries nor any of their respective Representatives makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger, and neither Parent nor Merger Sub is relying on any representation or warranty of the Company except for those expressly set forth in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or any such certificate, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to the Company or any of its Subsidiaries or their businesses or otherwise in connection with the course Merger and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties of the TransactionsCompany unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or in any such certificate.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIII, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and expressly disclaims any such other representations or warrantieseach of Parent and Merger Sub acknowledge the foregoing. Without In particular, and without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VIII, any oral or written information made available presented to the other parties hereto Parent, Merger Sub or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions. Except for the representations and warranties expressly set forth in Article IV, the Company hereby acknowledges that neither Parent nor Merger Sub nor any of their Subsidiaries, nor any other Person, has made or is making any other express or implied representation or warranty with respect to Parent or Merger Sub or any of their Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Representatives.

No Other Representations or Warranties. The Company has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of Parent and its Subsidiaries, which investigation, review and analysis was done by the Company and its Representatives. In entering into this Agreement, the Company acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any representations and warranties or opinions (whether written or oral) of Parent or its Affiliates (except the specific representations made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective RepresentativesV). Except for the representations and warranties contained in this Article VV and in the certificate delivered by the Parent pursuant to Section 9.2(f ), the Company acknowledges that (a) neither Parent, Merger Sub nor any other Person on their behalf makes any other representation or warranty, express or implied, written or oral, at law or in equity, with respect to Parent, its Subsidiaries, or the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, including with respect to (i) merchantability or fitness for any particular use or purpose, or (ii) the probable success or profitability of Parent, its Subsidiaries or the business thereof after the Closing Date, and (b) except (subject to Section 4.26 and Section 5.26 ) in the case of common law fraud, neither Acquiror Parent, Merger Sub nor Merger Sub, nor any other Person will have or be subject to any liability or indemnification obligation to the Company or any other Person resulting from the distribution to the Company or any other Person, has made or makes any other express or implied representation or warrantytheir use, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror provided in connection with the Transactions, including any information, documents, projections, forecasts or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information material made available to the other parties hereto them in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement certain"data rooms" or management presentations or in the course of any other form in expectation of, or in connection with, the Transactions.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (i) Except for the representations and warranties contained in Section 6.02 of this Article VAgreement, neither Acquiror, Acquiror nor OP and Merger SubSubsidiary acknowledge that none of Target, NPI or nor any other PersonPerson or entity on behalf of Target or NPI has made, and none of Acquiror, Acquiror OP or Merger Subsidiary has made or makes relied upon, any other express or implied representation or warranty, either written whether express or oralimplied, on behalf with respect to Target, NPI or any of Acquiror the Target Subsidiaries or Merger Subtheir respective businesses, affairs, assets, liabilities, financial condition, results of operations or prospects or with respect to the accuracy or completeness of any other information regarding Acquiror provided or Merger Sub made available to the other parties Acquiror and Merger Subsidiary by or their respective Representatives and expressly disclaims any such other representations on behalf of Target or warrantiesNPI. Without limiting the foregoingNone of Target, neither Acquiror nor Merger Sub, nor NPI or any other PersonPerson or entity will have, makes or has made any representation or warranty to the other parties hereto with respect be subject to, and shall have no any liability or indemnification obligation to Acquiror, Acquiror OP, Merger Subsidiary or any other Person or entity resulting from the distribution in respect of, (a) any financial projection, forecast, estimate, budget written or prospect information relating verbal communications to Acquiror or Merger Sub Subsidiary or (b) any oral oruse by Acquiror, except for the representations and warranties expressly made by Acquiror OP or Merger Sub in this Article VSubsidiary of, written information any such information, including any information, documents, projections, forecasts or other material made available to the other parties hereto Acquiror, Acquiror OP or Merger Subsidiary in the course of their evaluation of Acquiror online “data rooms,” confidential information memoranda or management interviews and Merger Sub and the negotiation of this Agreement or presentations in the course expectation of the Transactionstransactions contemplated by this Agreement.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIII, neither Acquiror nor Merger Subnone of the of the Company or any of its stockholders, nor Subsidiaries, directors, employees, Affiliates, advisors, agents or any other Person, has made Representatives or Person on behalf of the Company makes any other express or implied representation or warrantywarranty with respect to the Company, either written its Subsidiaries or oraltheir respective businesses or with respect to any information provided, on behalf of Acquiror or Merger Submade available, to Parent, Merger Sub or their respective Representatives or Affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror the Company nor any other Person will have or be subject to any liability, responsibility or other obligation to Parent, Merger Sub, nor their respective Representatives or Affiliates or any other PersonPerson on any basis resulting from Parent’s, makes Merger Sub’s or has any of their respective Representative’s or Affiliates’ use of any information, documents or other materials made available or otherwise provided to them, including any representation information made available in the electronic data room maintained by the Company, management presentations, functional “break-out” discussions, responses to questions submitted by or warranty on behalf of Parent, Merger Sub or their respective Representatives or Affiliates or in any other form in connection with the transactions contemplated by this Agreement, and each of Parent and Merger Sub acknowledges and agrees to the other parties hereto with respect toforegoing. The Company acknowledges that Parent and Merger Sub make no representations or warranties as to any matter whatsoever except as expressly set forth in Article IV. The representations and warranties set forth in Article IV are made solely by Parent and Merger Sub, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Representative of Parent or Merger Sub shall have any responsibility or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactionsliability related thereto.

No Other Representations or Warranties. The Except for the representations and warranties expressly made by Acquiror Parent, Ultimate Parent and Merger Sub in this Article V are the exclusive representations and warranties made by AcquirorIV or in any certificate delivered pursuant to this Agreement, none of Parent, Ultimate Parent, Merger SubSub or any other Person makes or has made or is making any representation or warranty of any kind whatsoever, their Affiliatesexpress or implied, and at Law or in equity, with respect to Parent, Ultimate Parent or Merger Sub or their respective RepresentativesAffiliates or business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to the Company or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Except for the representations and warranties contained expressly made by the Company in Article III or in any certificate delivered pursuant to this Article VAgreement, Parent, Ultimate Parent and Merger Sub hereby acknowledge that neither Acquiror nor Merger Sub, the Company nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Subits Subsidiaries, nor any other Person, makes or has made or is making any other representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the other parties hereto with respect toCompany or any of its Subsidiaries or their Affiliates or their respective business, and shall have no liability in respect ofoperations, assets, liabilities, condition (a) any financial projectionor otherwise), forecastnotwithstanding the delivery or disclosure to Parent, estimateUltimate Parent, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation respective Affiliates or Representatives of Acquiror and Merger Sub and the negotiation of this Agreement any documentation, forecasts or in the course other information with respect to any one or more of the Transactionsforegoing.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VIII (including the Company Disclosure Letter) or in the certificate delivered by the Company to Parent and Merger Sub pursuant to Section 7.03(d) (and notwithstanding the delivery or disclosure to Parent, neither Acquiror nor Merger SubSub or their respective Representatives of any documentation, nor projections, estimates, budgets, forecasts, plans or other information), each of Parent and Merger Sub acknowledges that (x) none of the Company, any Company Subsidiary or any other PersonPerson acting on behalf of the Company or a Company Subsidiary makes, or has made or makes made, any other express or implied representation or warranty, either written express or oralimplied, relating to itself or its business or otherwise in connection with this Agreement and Parent and Merger Sub are not relying on any representation, warranty or other information of any Person except for those representations or warranties expressly set forth in this Agreement, (y) no Person has been authorized by the Company, the Company Subsidiaries or any other Person on behalf of Acquiror the Company to make any representation or Merger Subwarranty, express or implied, relating to the accuracy itself or completeness of any information regarding Acquiror its business or otherwise in connection with this Agreement and Merger, and if made, such representation or warranty will not be relied upon by Parent or Merger Sub available to the other parties as having been authorized by such entity and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation, budget, forecast or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Personmaterials or information provided or addressed to Parent, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orof their Representatives, except for the representations and warranties expressly made by Acquiror including any materials or Merger Sub in this Article V, written information made available to Parent and/or its Representatives in connection with presentations by the other parties hereto in the course of their evaluation of Acquiror Company’s management are not and Merger Sub and the negotiation of this Agreement will not be deemed to be or in the course of the Transactionsinclude representations or warranties.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by Parent in this Article VIV or the Voting and Support Agreement, neither Acquiror nor none of Parent, Merger Sub, nor Sub or any other PersonPerson makes, has made or makes has been authorized to make any other express or implied representation or warrantywarranty with respect to Parent, either written Merger Sub or oralany of their respective Affiliates or any of their respective businesses, on behalf operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and each of Acquiror Parent and Merger Sub hereby disclaims any such other representations or warranties. Parent and Merger SubSub acknowledge and agree that, except for the representations and warranties expressly set forth in Article III of this Agreement, neither the Company nor any other Person makes, has made or has been authorized to make any express or implied representation or warranty with respect to the Company or any of its Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, including with respect to the accuracy or completeness of any information regarding Acquiror provided, or made available, or Made Available, to Parent, Merger Sub available or any of their respective Subsidiaries, Affiliates or Representatives in connection with the Transactions. Parent and Merger Sub are not relying on, and waive any claim based on reliance on, any express or implied representation or warranty, or other information of the Company or any Person, other than those expressly set forth in Article III of this Agreement. Each of Parent and Merger Sub acknowledges that, as of the Agreement Date, they and their Representatives and applicable Affiliates (a) have received adequate access to (i) such books and records, facilities, properties, premises, equipment, contracts and other properties and assets of the Company which they and their Representatives and such Affiliates, as of the Agreement Date, have desired or requested to see or review and (ii) the electronic and physical data rooms in connection with the Transactions, (b) have had adequate opportunity to meet with the management of the Company and to discuss the business and assets of the Company, and (c) have had adequate opportunity to make such legal, factual and other inquiries and investigation as they deem necessary, desirable or appropriate with respect to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesCompany. Without limiting the generality of the foregoing, neither Acquiror nor Parent and Merger Sub, nor Sub acknowledge and agree that none of the Company or any other PersonPerson makes, makes has made or has made any been authorized to make an express or implied representation or warranty (including as to the other parties hereto completeness or accuracy) to Parent or Merger Sub or their Affiliates, Subsidiaries or Representatives with respect to, and none of the Company, any of the Company’s Subsidiaries or any other Person shall have no be subject to any liability in respect to Parent, Merger Sub or any other Person resulting from, the Company or any of the Company’s Subsidiaries or their respective Representatives providing, or making available, to Parent, Merger Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, (a) any financial estimate, projection, prediction, forecast, estimatedata, budget budgeted financial information, memorandum, presentation or prospect any other materials or information, including any materials or information relating made available to Acquiror Parent and/or its Representatives in connection with presentations by the Company’s management or information made available on any electronic data room and maintained by the Company for purposes of the Merger and the other Transactions unless any such information is expressly and specifically set forth in a representation or warranty contained in Article III. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make estimates, projections, budgets and other forecasts and plans, that they are familiar with such uncertainties and that Parent and Merger Sub are taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Each of Parent and Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition (financial or (b) any oral orotherwise), except for assets, operations and business of the Company and its Subsidiaries. In making its determination to proceed with the Merger and the other Transaction, each of Parent and Merger Sub has relied solely on the results of its own independent investigation and the representations and warranties expressly made by Acquiror set forth in Article III and has not relied directly or indirectly on any other express or implied representation or warranty or any materials or information Made Available to Parent, Merger Sub in this Article VSub, written information made available to the other parties hereto in the course or any of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement respective Affiliates, Subsidiaries or in the course of the TransactionsRepresentatives.

No Other Representations or Warranties. The representations and warranties made by Acquiror (a) Parent and Merger Sub in this Article V are each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the exclusive representations Company which it and warranties made by Acquiror, Merger Sub, their Affiliatesits Representatives have desired or requested to review, and their respective Representativesthat it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties contained expressly set forth in this Article VIII and the certificate delivered by the Company pursuant to Section 6.02(a), Parent and Merger Sub hereby agree and acknowledge that (i) neither Acquiror the Company nor Merger Subany of its Subsidiaries, nor any other Person, has made or makes is making, and Parent and Merger Sub are not relying on, any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information made available to Parent, Merger Sub or any of their respective Representatives or Affiliates or any information developed by Parent, Merger Sub or any of their respective Representatives or Affiliates based thereon and expressly disclaims (ii) neither the Company nor any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Subof its Subsidiaries, nor any other Person, makes will have or has made be subject to any representation or warranty liability to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Parent or Merger Sub resulting from the delivery, dissemination or (b) any oral orother distribution to Parent, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article Vor any of their respective Representatives or Affiliates, written or the use by Parent, Merger Sub or any of their respective Representatives or Affiliates, of any information made available to the other parties hereto in the course Parent, Merger Sub or any of their evaluation respective Representatives or Affiliates, including in any “data rooms” or management presentations, in anticipation or contemplation of Acquiror any of the Transactions. Parent and Merger Sub hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, each of Parent, Merger Sub and their respective Affiliates and Representatives have relied on the results of their own independent investigation and have not relied on any express or implied representations or warranties regarding the Company, its Subsidiaries other than those expressly set forth in Article III and the negotiation of this Agreement or in certificate delivered by the course of the TransactionsCompany pursuant to Section 6.02(a).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V4, neither Acquiror nor Merger Sub, none of the Company or any of its Affiliates nor any other Person, Person on behalf of any of them makes or has made or makes any other express or implied representation or warranty with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or Made Available, to Parent, Merger Sub or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. The Company acknowledges and agrees that, except for the representations and warranties made by Parent and Merger Sub in Article 5 (as qualified by the applicable items disclosed in the Parent Disclosure Schedules), none of Parent, Merger Sub or any other Person is making or has made any representations or warranty, either written expressed or oralimplied, at law or in equity, with respect to or on behalf of Acquiror Parent, Merger Sub or Merger Subany of their Subsidiaries, to their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Acquiror or Parent, Merger Sub or any of their Subsidiaries or any other matter furnished or provided to the Company or made available to the Company or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other parties form in expectation of, or their respective Representatives in connection with, this Agreement or the Transactions. The Company is not relying upon and expressly specifically disclaims that it is relying upon or has relied upon any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor warranties that may have been made by any other Person, makes or has made any representation or warranty to the other parties hereto with respect toand acknowledges and agrees that Parent, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactionstheir Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained set forth in this Article V3 (as qualified by the Company Disclosure Schedule), neither Acquiror nor Merger Subnone of the Company, nor any of its affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates or Representatives on any such representation or warranty) with respect to the Company, either written its Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teaser, marketing materials, consulting reports or materials, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to 3 (as qualified by the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsCompany Disclosure Schedule).

No Other Representations or Warranties. The representations Buyer acknowledges and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral oragrees that, except for the representations and warranties expressly set forth in Article III of this Agreement, neither Seller nor any other Person has made any express or implied representation or warranty with respect to the Business (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Buyer or any of its Subsidiaries or their respective Affiliates in connection with the Transaction and Buyer has not relied on any representation or warranty other than those expressly set forth in Article III of this Agreement. Without limiting the generality of the foregoing, except for the representations and warranties expressly set forth in Article III of this Agreement, Buyer acknowledges and agrees that it has not relied on any other information provided, or made available, to Buyer or any of its Subsidiaries or their respective Affiliates in connection with the Transaction, and that neither Seller nor any other Person shall be subject to any liability to Buyer or any other Person resulting from (i) any misrepresentation or omission by Acquiror Seller or Merger Sub in this Article Vany other Person with respect to any such information or (ii) Buyer’s use or reliance of, written or the use or reliance by any of its Affiliates or any other Person of, any such information, including documents, budgets, estimates, projections, forecasts or forward-looking business and strategic plan information or other material made available to Buyer, its Affiliates or their respective agents or representatives in any “data rooms,” teaser, confidential information memorandum, management presentations or otherwise in connection with the other parties hereto Transaction, unless any such information is expressly and specifically included in the course of their evaluation of Acquiror and Merger Sub and the negotiation a representation or warranty contained in Article III of this Agreement or in the course of the TransactionsAgreement.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained set forth in this Article V, neither Acquiror nor none of Parent, the Parent Subsidiaries (including Merger Sub, nor ) or any other Person, Person makes or has made or makes any other express or implied representation or warrantywarranty with respect to Parent or the Parent Subsidiaries or with respect to any other information provided to the Company in connection with the Merger or the other transactions contemplated hereby, either written or oraland the Company, on its own behalf and on behalf of Acquiror its Affiliates and Representatives, disclaims reliance on any representations or Merger Sub, warranties or other information provided to the accuracy them by Parent or completeness of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective Affiliates or Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, Person except for the representations and warranties expressly made by Acquiror or Merger Sub set forth in this Article VV. Without limiting the generality of the foregoing, written information made available the Company, on its own behalf and on behalf of its Affiliates and its Affiliates and Representatives, acknowledges and agrees that none of Parent, Parent’s Subsidiaries (including Merger Sub) or any other Person will have or be subject to any liability or other obligation to the Company or any other parties hereto in Person resulting from the course distribution to the Company (including its Affiliates and Representatives), or the Company’s (or such Affiliates’ or Representatives’) use, of any such information, including with respect to (i) Parent, Merger Sub or any of their evaluation respective businesses, assets, employees, permits, liabilities, operations, prospectus or condition (financial or otherwise) or (ii) any opinion, projection, forecast, statement, budget, estimate, advice or other similar information (including with respect to the future revenues, earnings, results or operations (or any component thereof), cash flows, financial condition (or any component thereof) or the future business and operations of Acquiror Parent or Merger Sub, as well as any other business plan and cost-related plan information of Parent and/or Merger Sub) made, communicated or furnished (orally or in writing) or to be made, communicated or furnished (orally or in writing) to the Company or any of its Affiliates or Representatives, in each case, whether made by Parent, Merger Sub and the negotiation or any of this Agreement their respective Affiliates, Representatives or in the course of the Transactionsequity holders or any other Person.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Parent Parties and Merger Sub in this Article VARTICLE VII, neither Acquiror nor none of the Parent Parties, Merger Sub, nor Sub or any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy or completeness of any information regarding Acquiror or Parent Parties, Merger Sub available to the other parties or any of their respective Representatives Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and each of the Parent Parties and Merger Sub hereby expressly disclaims any such other representations or warranties. Without In particular, without limiting the foregoing, neither Acquiror nor none of the Parent Parties, Merger Sub, nor Sub or any other Person, Person makes or has made any representation or warranty to the other parties hereto Partnership Parties or any of their respective Affiliates or Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Parent, any of its Affiliates or Merger Sub any of their respective businesses, or (b) any oral or, except for the representations and warranties expressly made by Acquiror Parent or Merger Sub in this Article VARTICLE VII, written information made available to the other parties hereto Partnership Parties or any of their respective Affiliates or Representatives in the course of their evaluation of Acquiror and Merger Sub and Parent, the negotiation of this Agreement or in the course of the Transactions. Notwithstanding the foregoing, nothing in this Section 7.16 shall limit the Partnership Parties’ remedies with respect to intentional or willful misrepresentation of material facts that constitute common law fraud arising from or relating to the express representations and warranties made by Parent and Merger Sub in this ARTICLE VII.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V3, neither Acquiror nor Merger Subnone of the Company, nor any of its Affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective Affiliates or Representatives on any such representation or warranty) with respect to the Company or its business or with respect to any other information provided, either written or oral, on behalf of Acquiror or Merger Submade available, to Parent, Merger Sub or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has their Representatives or Affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Pxxxxx, Mxxxxx Sub or their respective Representatives or in any other form in connection with the Transactions, unless and only to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactions3.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained in this Article VIV and the corresponding representations and warranties set forth in Parent’s officers’ certificate to be delivered pursuant to Section 6.3(c), neither Acquiror nor Merger Sub, each Company Party acknowledges that no Parent Party nor any other Person, has made or Person on behalf of a Parent Party makes any other express or implied representation or warranty, either written warranty with respect to Parent or oral, on behalf any of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective Representatives businesses, operations, assets, liabilities or conditions (financial or otherwise) with respect to any other information provided to the Company Parties in connection with this Agreement or the Transactions, and expressly disclaims the Parent Parties hereby disclaim any such other representations or warranties. Without In particular, without limiting the foregoingforegoing disclaimer, neither Acquiror nor Merger Sub, no Parent Party nor any other Person, Person on behalf of Parent makes or has made any representation or warranty warranty, except for the representations and warranties made by the Parent Parties in this Article IV and the corresponding representations and warranties set forth in Parent’s officers’ certificate to the other parties hereto be delivered pursuant to Section 6.3(c), to any Company Party or any of their respective Affiliates or Representatives with respect to, and shall have no liability in respect of, to (ai) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror any Parent Party or Merger Sub any of its Subsidiaries or its businesses; or (bii) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto any Company Party or its Affiliates or Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and Parent, the negotiation of this Agreement or in the course of the Transactions. No Parent Party nor any other Person will have or be subject to any liability to any Company Party or any other Person resulting from the distribution to any Company Party, or any Company Party’s use of, any such information, including any information, documents, projections, forecasts or other material made available to the Company Parties in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions. Notwithstanding the foregoing, nothing in this Section 4.32 shall limit any Company Party’s remedies with respect to claims of Fraud arising from or relating to the express written representations and warranties made by the Parent Parties in this Article IV and the corresponding representations and warranties set forth in Parent’s officers’ certificate to be delivered pursuant to Section 6.3(c).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VIII as of the date hereof, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or person on behalf of the Company makes any other express or implied representation or warranty, either written warranty with respect to the Company or oral, on behalf any of Acquiror its Subsidiaries or their respective businesses or with respect to any other information provided to Parent or Merger SubSub in connection with the transactions contemplated hereby, to including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to thereof and the other parties or their respective Representatives and expressly Company disclaims any such other representations and warranties, whether made by the Company or warrantiesany of its Affiliates, officers, directors, employees, agents or representatives. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except Except for the representations and warranties expressly made contained in this Article III (as modified by Acquiror the Company Disclosure Letter), or in any certificate delivered pursuant to this Agreement to Parent or Merger Sub in this Article Vconnection with the consummation of the Merger, written the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made available made, communicated, or furnished (orally or in writing) to the other parties hereto in the course of their evaluation of Acquiror and Parent or Merger Sub and the negotiation of this Agreement or in the course their respective affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Merger Sub by any director, officer, employee, agent, consultant, or representative of the TransactionsCompany or any of its affiliates). The Company makes no representations or warranties to Parent or Merger Sub regarding the probable future success or profitability of the Company’s business.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIII or in any certificate delivered by the Company pursuant to this Agreement or by any other Person in the Support Agreement, Parent and Merger Sub acknowledge that neither Acquiror the Company nor Merger Subany of its Subsidiaries, nor any other Person, has have made or makes are making, and each of Parent, Merger Sub and their Affiliates and respective Representatives have not relied on and are not relying on, any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their Affiliates or respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing or any oral, written, video, electronic or other information developed by Parent, Merger Sub or any of their Affiliates or respective Representatives. In particular, and expressly disclaims any such other representations or warranties. Without without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Parent or Merger Sub any of their Affiliates or respective Representatives with respect to, and shall have no liability in respect of, to (ax) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (by) any oral or, except for the representations and warranties expressly made by Acquiror the Company in this Article III and any certificate delivered by the Company pursuant to this Agreement, any oral, written, video, electronic or other information presented to Parent or Merger Sub in this Article V, written information made available to the other parties hereto or any of their Affiliates or respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained set forth in this Article VIV, neither Acquiror nor Merger Subnone of the Company, nor the Company Subsidiaries or any other Person, Person makes or has made or makes any other express or implied representation or warrantywarranty with respect to the Company or the Company Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Merger or the other transactions contemplated hereby, either written or oraland each of Parent and Merger Sub, on its own behalf and on behalf of Acquiror their respective Affiliates and its and their respective Representatives, disclaims reliance on any representations or Merger Sub, warranties or other information provided to them by the accuracy Company or completeness of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective Affiliates or Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, Person except for the representations and warranties expressly made by Acquiror set forth in this Article IV. Without limiting the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates and its and their respective Affiliates and Representatives, acknowledges and agrees that none of the Company, the Company Subsidiaries or any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub in this Article V(including their respective Affiliates and Representatives), written or Parent’s or Merger Sub’s (or such Affiliates’ or Representatives’) use, of any such information, including with respect to (i) the Company or any Company Subsidiary or any of their respective businesses, assets, employees, permits, liabilities, operations, prospectus or condition (financial or otherwise) or (ii) any opinion, projection, forecast, statement, budget, estimate, advice or other similar information made available (including with respect to the future revenues, earnings, results or operations (or any component thereof), cash flows, financial condition (or any component thereof) or the future business and operations of the Company and the Company Subsidiaries, as well as any other parties hereto business plan and cost-related plan information of the Company and/or the Company Subsidiaries) made, communicated or furnished (orally or in the course writing) or to be made, communicated or furnished (orally or in writing) to Parent, Merger Sub or any of their evaluation respective Affiliates or Representatives, in each case, whether made by the Company, the Company Subsidiaries or any of Acquiror and Merger Sub and the negotiation of this Agreement their respective Affiliates, Representatives or in the course of the Transactionsequity holders or any other Person.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained of the Seller set forth in this Article VARTICLE III, Buyer hereby acknowledges and agrees that (a) neither Acquiror nor Merger Subany Seller-Related Party, nor any other Person, has made or makes is making any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy or completeness of Business, including with respect to any information regarding Acquiror provided or Merger Sub made available to the any Buyer-Related Parties or any other parties or their respective Representatives Person, and expressly disclaims (b) neither any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger SubSeller-Related Parties, nor any other Person, makes will have or has made be subject to any representation liability or warranty indemnification obligation or other obligation of any kind or nature to any Buyer-Related Party or any other Person, resulting from the delivery, dissemination or any other parties hereto with respect todistribution to any Buyer-Related Parties or any other Person, and shall have no liability in respect ofor the use by any Buyer-Related Party or any other Person, (a) of any financial projection, forecast, estimate, budget such information provided or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to any of them by any Seller-Related Party or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to any Buyer-Related Parties or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the other parties hereto transactions contemplated by this Agreement. Buyer also acknowledges that its sole and exclusive recourse in respect of the course of their evaluation of Acquiror and Merger Sub and the negotiation of transactions contemplated by this Agreement or in is to assert the course rights of the TransactionsBuyer pursuant to ARTICLE II, ARTICLE VI, ARTICLE VII, ARTICLE VIII, ARTICLE IX, ARTICLE X and ARTICLE XI.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VIII (as qualified by the applicable items disclosed in Parent's Disclosure Letter), neither Acquiror nor Merger Sub, Parent nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, warranty on behalf of Acquiror Parent or Merger Subany of its Affiliates, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly Parent disclaims any such other representations or warranties. Without limiting the foregoingTo avoid doubt, neither Acquiror nor Merger Sub, nor Parent does not give or make any other Person, makes warranty or has made any representation or warranty as to the other parties hereto with respect to, (and shall have no liability indemnification obligation or, in the absence of fraud, other liabilities in respect of) the accuracy or reasonableness of any forecasts, (a) estimates, projections, statements of intent or statements of opinion provided to Purchaser, any financial projectionof its Affiliates, forecastor any of their respective Representatives on or prior to the date of this Agreement, estimate, budget or prospect information including in the “Confidential Information SC1:3335029.3 Memorandum” relating to Acquiror or Merger Sub or (b) the Target Business, any oral ormanagement presentations and any other information made available in the Virtual Data Room. Purchaser acknowledges and agrees that, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article VIII (as qualified by the applicable items disclosed in Parent's Disclosure Letter), written neither Parent nor any of its Affiliates is making any representation or warranty regarding any documents, projections, forecasts, statement or other information made available to the other parties hereto made, communicated or furnished (orally, in writing, in the course Virtual Data Room, in management presentations (including any questions posed and answers given and any related discussions, whether formal or informal) or otherwise) to Purchaser, any of its Affiliates, or any of their evaluation respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to such Person by any Representatives of Acquiror and Merger Sub and Parent or any of its Affiliates). No Person makes any representations or warranties to Purchaser regarding the negotiation of this Agreement probable success or in the course profitability of the TransactionsTarget Companies.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VIV, neither Acquiror nor Merger Sub, no Partnership Party nor any other Person, including any Affiliate of any Partnership Party, makes or has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Partnership Entities or completeness of with respect to any other information regarding Acquiror or Merger Sub available provided to the other parties Buyer Parties or their respective Affiliates or Representatives and expressly disclaims any such in connection with this Agreement, the other representations Transaction Documents or warrantiesthe transactions contemplated hereby or thereby, including the Merger. Without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, no Partnership Party nor any other PersonPerson will have or be subject to, makes and each Partnership Party disclaims, any Liability or has other obligation to a Buyer Party or any other Person resulting from the distribution or communication to a Buyer Party (including its Affiliates and Representatives) of, or a Buyer Party’s (or such Affiliates’ or Representatives’) use of, any such information, including any information, documents, projections, forecasts or other materials made available, distributed or communicated (orally or in writing) to a Buyer Party or its Affiliates or Representatives in connection with the transactions contemplated by this Agreement or the other Transaction Documents, unless any such information is the subject of an express representation or warranty to the other parties hereto with respect to, set forth in this Article IV. The Partnership Parties acknowledge and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral oragree that, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available the Partnership Parties have not relied on, and none of the Buyer Parties or any of their respective Affiliates or Representatives has made, any representation, warranty or statement, including as to the other parties hereto in accuracy or completeness thereof, either express or implied, whether written or oral, concerning the course Buyer Parties or any of their evaluation respective Affiliates or any of Acquiror and Merger Sub their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement and the negotiation of this Agreement other Transaction Documents or in the course otherwise with respect to information provided by or on behalf of the TransactionsBuyer Parties or any of their respective Affiliates or Representatives.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V, neither Acquiror nor Merger Subnone of Parent, nor any of its Affiliates or any other Person, has made Person on behalf of Parent or any of its Affiliates makes any other express or implied representation or warranty, either written warranty with respect to Parent or oral, on behalf of Acquiror its Subsidiaries or Merger Sub, with respect to any other information provided to the accuracy Company or completeness of any information regarding Acquiror its Affiliates or Merger Sub available to Representatives in connection with this Agreement, the Mergers or the other parties or their respective Representatives transactions contemplated by this Agreement. Parent and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, Subs each acknowledges and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral oragrees that, except for the representations and warranties expressly made set forth in Article IV and in any certificates delivered by Acquiror the Company or Merger Sub any of its Representatives in this Article Vconnection with the transactions contemplated hereby or in the Voting Agreements, written information made available (a) neither the Company, any of its Subsidiaries nor any of their respective Representatives makes, or has made, any representations or warranties relating to the other parties hereto Company, the Company’s Subsidiaries or the Company’s business or otherwise in connection with the course of their evaluation of Acquiror and Merger Sub and the negotiation of Mergers, except for those expressly set forth in this Agreement or in the course any such certificate, (b) none of Parent, Merger Subs, or their Affiliates is relying on any representation or warranty of the TransactionsCompany, its Subsidiaries or Affiliates, including any representation or warranty with respect to any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent, Merger Subs or any of their Affiliates or Representatives, except, in each case, for those expressly set forth in this Agreement or in any such certificate, and (c) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to the Company or any of its Subsidiaries or their businesses or otherwise in connection with this Agreement and the Mergers, and if made, such representation or warranty must not be relied upon by Parent, Merger Subs or their Affiliates as having been authorized by such party. Nothing in this Section 5.17 shall impact any rights of any party to this Agreement in respect of fraud with respect to the representations and warranties made by the Company in this Agreement.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained expressly set forth in this Article VIV, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson on behalf of the Company makes, or has made or makes (and the Company, on behalf of itself, each Company Subsidiary, and their respective Affiliates and Representatives, hereby disclaims) any other express or implied representation or warranty, either written warranty with respect to the Company or oral, on behalf of Acquiror any Company Subsidiary or Merger Sub, with respect to the accuracy or completeness of any information regarding Acquiror provided, or made available, to Parent, Merger Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, and Parent and Merger Sub and their respective Representatives are not relying on any representation, warranty or other information of the Company or any Person except for those expressly set forth in Article IV. Except for the representations and warranties set forth in Section 4.06(b), Section 4.06(c) and Section 4.06(d), neither the Company nor any Company Subsidiary or any other Person makes (and the Company, on behalf of itself, each Company Subsidiary, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to Parent or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and neither the Company nor any of Company Subsidiary or any other Person shall have no be subject to any liability in respect to Parent, Merger Sub or any other Person resulting from, the Company or any Company Subsidiary or their respective Representatives providing, or making available, to Parent, Merger Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, (a) any financial estimate, financial projection, forecastfinancial prediction, estimatefinancial data, budget financial information, or prospect any memorandum, presentation or any other materials or information relating to Acquiror the foregoing, including any materials or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to Parent and/or its Representatives in connection with presentations by the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement Company’s management or in the course of the Transactionsinformation made available on any “data sites”.

No Other Representations or Warranties. The Except for the representations and warranties made by Acquiror Parent and Merger Sub in this Article V are the exclusive representations and warranties made by AcquirorIV, none of Parent, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor Sub or any other Person, Person makes or has made or makes any other express or implied representation or warranty, either written expressed or oralimplied, at law or in equity, with respect to or on behalf of Acquiror Parent, Merger Sub or Merger Subtheir respective Subsidiaries, to their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Acquiror Parent or its Subsidiaries (including Merger Sub Sub) or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other parties form in expectation of, or their respective Representatives in connection with, this Agreement or the Transactions. Without limiting the generality of the foregoing, Parent and its Subsidiaries (including Merger Sub) expressly disclaims disclaim any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor whether made by Parent or any of its Subsidiaries (including Merger Sub, nor ) or any other Person, makes of their respective Affiliates or has made any representation or warranty to the other parties hereto with respect to, Representatives. Each of Parent and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral oracknowledges and agrees that, except for the representations and warranties expressly made by Acquiror the Company in Article III (as qualified by the applicable items disclosed in the Company Disclosure Letter in accordance with the introduction to Article III), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The representations and warranties made by the Company in Article III (as qualified by the applicable items disclosed in the Company Disclosure Letter in accordance with the introduction to Article III) constitute the sole and exclusive representations and warranties of the Company in connection with this Agreement or the Transactions. Each of Parent and Merger Sub specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or Merger Sub or made available to Parent or Merger Sub in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Article VAgreement or the Transactions, written and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or Merger Sub or made available to the other parties hereto in the course of their evaluation of Acquiror and Parent or Merger Sub and the negotiation of in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or in the course of the Transactions.

No Other Representations or Warranties. The Except for the representations and warranties expressly made by the Company in this Article III or in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company any of its Subsidiaries or their respective business, operations, assets, liabilities, financial condition, notwithstanding the delivery or disclosure to Parent and Merger Sub or any of their Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the representations and warranties made by Acquiror and Merger Sub the Company in this Article V are III or in any certificate delivered pursuant to this Agreement, neither the exclusive representations and warranties Company nor any other Person makes or has made by Acquirorany express or implied representation or warranty to Parent, Merger Sub, their Affiliates, and Sub or any of their respective RepresentativesRepresentatives with respect to (a) any financial projection, forecast, estimate, or budget relating to the Company, any of its Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub or any of their respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transactions. Except for the representations and warranties contained expressly set forth in this Article VIV, the Company hereby acknowledges that neither Acquiror nor Merger SubParent, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made or is making any other express or implied representation or warranty to the other parties hereto with respect toto Parent, and shall have no liability in Merger Sub, or any of their Subsidiaries or their respective business or operations, including with respect of, (a) to any financial projection, forecast, estimate, budget information provided or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in Company or any of its Representatives or any information developed by the course Company or any of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactionsits Representatives.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V5, neither Acquiror nor none of Parent, Merger Sub, Sub or any of its Affiliates nor any other Person, Person on behalf of any of them makes or has made or makes any other express or implied representation or warrantywarranty with respect to Parent, either written its Subsidiaries or oraltheir respective businesses or with respect to any other information provided, or made available, to the Company, its Subsidiaries or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties made by the Company in Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any other Person is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of Acquiror the Company or Merger Subany of its Subsidiaries, to their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Acquiror the Company or Merger Sub available to the other parties any of its Subsidiaries or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes matter furnished or has made any representation or warranty provided to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror Parent or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto Parent, Merger Sub or their Representatives in the course of their evaluation of Acquiror Data Room or any other “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. Parent and Merger Sub have conducted their own independent investigation of the Company and the negotiation of this Agreement or in Company Subsidiaries and the course Transactions and have had an opportunity to discuss and ask questions regarding the Company and the Company Subsidiaries’ businesses with the management of the TransactionsCompany.

No Other Representations or Warranties. The Except for the representations and warranties made by Acquiror and Merger Sub the Company in this Article V are III, none of the exclusive Company, any of its Subsidiaries or any other Person has made or is making any express or implied, at law or in equity, representation or warranty with respect to or on behalf the Company or any of its Affiliates, their businesses, operations, assets, liabilities, financial condition or results of operations or the accuracy or completeness of any information regarding the Company or its Affiliates or any other matter notwithstanding the delivery or disclosure to the Parent Parties, or any of their respective Representatives or Affiliates of any documentation or other information by the Company or any of its Subsidiaries or any of its or their Representatives in expectation of, or in connection with, this Agreement or the Transactions or with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to the Parent Parties or any of their respective Representatives or Affiliates. The Company and its Affiliates hereby disclaim any other representations and warranties or warranties, whether made by Acquiror, Merger Sub, their Affiliates, and the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives. Except for the representations and warranties contained made by the Parent Parties in this Article VIV, neither Acquiror nor Merger Subthe Company hereby acknowledges and agrees that none of the Parent Parties, nor any of their Affiliates or any other Person, Person has made or makes is making, any other 33 express or implied representation or warranty, either written warranty with respect to or oral, on behalf of Acquiror the Parent Parties or Merger Subany of their Affiliates, and the Company hereby expressly disclaims reliance upon any representations or warranties with respect to or on behalf of the accuracy Parent Parties or completeness any of their Affiliates, whether made by Parent Parties or any information regarding Acquiror of their Subsidiaries or Merger Sub available to the other parties or any of their respective Representatives and expressly disclaims any such other representations Affiliates or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orRepresentatives, except for the representations and warranties expressly made by Acquiror or Merger Sub the Parent Parties in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactions.IV. ARTICLE IV

No Other Representations or Warranties. The Company is not relying and has not relied on any representations and or warranties made by Acquiror and Merger Sub in this Article V are whatsoever regarding the exclusive representations and warranties made by AcquirorBuyer, Merger Subexpress or implied, their Affiliates, and their respective Representatives. Except except for the representations and warranties in Article IV (including the related portions of the Buyer Disclosure Schedule). Such representations and warranties by the Buyer constitute the sole and exclusive representations and warranties of the Buyer in connection with the Merger and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature as to the Buyer, whether express, implied or statutory, are specifically disclaimed by the Buyer. In connection with the due diligence investigation of the Buyer and the Merger Subsidiaries by the Company, the Company and its Affiliates, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Buyer and its Affiliates, directors, officers, employees, consultants, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Buyer and its business and operations. The Company hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that the Company will have no claim against the Buyer, or any of its Affiliates, directors, officers, employees, consultants, agents, representatives or advisors, or any other Person with respect thereto unless any such information is expressly addressed or included in a representation or warranty contained in this Article VAgreement. Accordingly, the Company hereby acknowledges and agrees that neither Acquiror the Buyer nor Merger Subany of its Affiliates, directors, officers, employees, consultants, agents, representatives or advisors, nor any other Person, has made or makes is making any other express or implied representation or warrantywarranty with respect to such estimates, either written projections, forecasts, forward-looking statements or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims business plans unless any such other representations information is expressly addressed or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror the Buyer or the Merger Sub Subsidiaries contained in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsAgreement.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V‎IV, neither Acquiror Parent nor Merger Sub, nor any of their affiliates or any other Person, has made Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty (and there is and has been no reliance by the Company or any of its respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to Parent, either written or oral, on behalf of Acquiror or Merger Sub, the Parent Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company or its respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, Parent nor any other Person, makes Person will have or has made be subject to any representation liability or warranty other obligation to the Company or its Representatives or affiliates or any other parties hereto with respect toPerson resulting from the Company or its Representatives’ or affiliates’ use of any information, and shall have no liability in respect ofdocuments, (a) any financial projectionprojections, forecast, estimate, budget forecasts or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information other material made available to the other parties hereto Company or its Representatives or affiliates, including any information made available in teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement Company or its respective Representatives or in the course of any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article ‎IV.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article V3 or the Company Disclosure Schedule, neither Acquiror nor Merger Subnone of the Company, nor any of its affiliates or any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates or Representatives on any such representation or warranty) with respect to the Company, either written its Subsidiaries or oraltheir respective businesses or with respect to any other information provided, on behalf of Acquiror or Merger Submade available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to except in the other parties hereto with respect to, and shall have no liability case of Fraud in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the making of the representations and warranties expressly made by Acquiror of the Company as set forth in this Agreement, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V, written information made available to 3 or the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsCompany Disclosure Schedule.

No Other Representations or Warranties. The Except for the representations and warranties made by Acquiror and Merger Sub in this Article V are Section 5.1, neither the exclusive representations and warranties Company nor any Person on behalf of the Company makes or has made by Acquiror, Merger Sub, their Affiliates, and any express or implied representation or warranty with respect to the Company or any its Subsidiaries or their respective Representativesbusinesses, operations, properties, assets, liabilities or condition (financial or otherwise) or any information regarding any of the foregoing. Except for the representations and warranties contained in this Article VSection 5.1, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person on behalf of the Company makes any other express or implied representation or warrantywarranty with respect to any estimates, either written projections, forecasts and other forward-looking information or oral, on behalf of Acquiror business and strategic plan or Merger Sub, to the accuracy or completeness of any other information regarding Acquiror the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub available to the other parties or any of their respective Representatives and expressly disclaims of any such documentation, forecasts or other representations information with respect to any one or warranties. Without limiting more of the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orand, except for the representations and warranties expressly of the Company in this Section 5.1, any other information provided or made by Acquiror available to Parent or Merger Sub or their respective Representatives in connection with the Merger or the other transactions contemplated by this Article VAgreement (including any information, written information documents, projections, forecasts, estimates, predictions or other material made available to Parent or Merger Sub or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Merger or the other parties hereto in the course transactions contemplated by this Agreement or otherwise), and each of their evaluation of Acquiror Parent and Merger Sub acknowledge the foregoing. The Company agrees and acknowledges that it has not relied on and Parent and Merger Sub have not made any representations and warranties other than those that are expressly set forth in Section 5.2 and that Parent and Merger Sub shall have no liability to the negotiation of this Agreement or in Company resulting from the course of the TransactionsCompany’s reliance on any such information.

No Other Representations or Warranties. The Except for the representations and warranties made by Acquiror and Merger Sub contained in this Article V are IV (as modified by the exclusive Disclosure Schedule), neither the Sellers, the Company, any Subsidiary nor any other Person (including any Affiliate of the Sellers, the Company or any Subsidiary) makes any other express or implied representation or warranty with respect to the Company or any Subsidiary, and the Sellers, the Company and the Subsidiaries disclaim any other representations and or warranties with respect to the Company or any Subsidiary, whether made by Acquirorthe Sellers, Merger Subthe Company, any Subsidiary or any of their respective Affiliates, and their respective Representativesofficers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article VIV (as modified by the Disclosure Schedule), neither Acquiror nor Merger Subthe Sellers, nor the Company and the Subsidiaries hereby disclaim all liability and responsibility for any other Personrepresentation, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimatestatement, budget or prospect information relating to Acquiror made, communicated, or Merger Sub furnished (orally or (bin writing) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement Buyer by any director, officer, employee, agent, consultant, or in the course representative of the TransactionsCompany or any of its respective Affiliates). None of the Sellers, the Company, the Subsidiaries nor any other Person (including any Affiliate of the Sellers, the Company or the Subsidiaries) makes any representations or warranties to the Buyer or its Affiliates or representatives regarding the probable success or profitability of the Company or the Subsidiaries. The disclosure of any matter or item in any schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. Notwithstanding anything to the contrary herein, this Section 4.27 shall not apply to Fraud Claims.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are (a) Purchaser acknowledges that (i) none of Seller, the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and Company Group or any of their respective Representatives. Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor any other Person, Affiliates has made or makes any other express or implied representation or warranty, either written expressed or oralimplied, on behalf as to the Interests, the Business, Seller, the Company Group, their financial condition, results of Acquiror operations, future operating or Merger Subfinancial results, to estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Acquiror the Interests, the Business, Seller, or Merger Sub the Company Group furnished or made available to the other parties Purchaser and its Affiliates and Representatives, except as expressly set forth in Article III or their respective Representatives and expressly disclaims in any such other representations certificate delivered hereunder or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other PersonAncillary Document, makes or (ii) Purchaser has made not relied on any representation or warranty from Seller, the Company Group or any of their respective Affiliates in determining to the enter into this Agreement, except as expressly set forth in this Agreement or in any certificate delivered hereunder or any other parties hereto with respect toAncillary Document, and (iii) except as expressly set forth in Article III or in any certificate delivered hereunder or any other Ancillary Document, none of Seller, the Company Group or any of their respective Affiliates shall have no liability in respect or be subject to any Liability to Purchaser or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives, or Purchaser’s or its Affiliates’ or Representatives’ use of, (a) any financial projectionsuch information, forecastincluding any information, estimate, budget documents or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information material made available to the Purchaser or its Affiliates or Representatives in any Data Room, management presentations or in any other parties hereto form in the course expectation of their evaluation of Acquiror and Merger Sub and the or negotiation of this Agreement or in and the course of the Transactions.transactions contemplated hereby. 116

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. (a) Except for the representations and warranties contained in this Article VIV, neither Acquiror nor Merger Subin the Fermat Certificates or in an Acquisition Document, nor none of Fermat or its Subsidiaries or any other Personof their respective Affiliates or Representatives makes (and Fermat, has made or makes on behalf of itself, its Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any other express or implied representation or warrantywarranty with respect to Fermat or its Subsidiaries, either written the Acquired H&N Assets, the H&N Business or oral, on behalf of Acquiror or Merger Sub, with respect to the accuracy or completeness of any other information regarding Acquiror provided, or Merger Sub made available, to Descartes or any of its Subsidiaries or Representatives in connection with the transactions contemplated hereby. None of Fermat or its Subsidiaries or any other Person will have or be subject to any Liabilities to Descartes, its Affiliates, agents or representatives or any Person resulting from Descartes’s use of, or the use by any of its Affiliates or Representatives of any such information, including information, documents, projections, forecasts or other material made available to Descartes, its Affiliates or Representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the other parties transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or warranty contained in this Article IV, in the Fermat Certificates or in an Acquisition Document. Notwithstanding anything to the contrary contained in this Agreement and without limiting the foregoing, none of Fermat, its Subsidiaries or their respective Representatives and expressly disclaims makes any such other representations express or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any implied representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget to Excluded H&N Assets or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsRetained H&N Liabilities.

No Other Representations or Warranties. The representations and warranties made by Acquiror Each of Parent and Merger Sub in this Article V are the exclusive representations acknowledges and warranties made by Acquiroragrees that, Merger Sub, their Affiliates, and their respective Representatives. Except for other than the representations and warranties contained set forth in this Article VIII, neither Acquiror nor Merger Sub, the Company nor any other PersonPerson makes, has made or makes and it is not relying on, any other express or implied representation or warranty, either written or oral, warranty on behalf of Acquiror the Company or Merger Sub, to the accuracy any of its Subsidiaries or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesAffiliates. Without limiting the generality of the foregoing, neither Acquiror nor and notwithstanding the delivery or disclosure to Parent, Merger Sub, or any of their respective Representatives or Affiliates of any documentation or other information by the Company or any of its Subsidiaries or any of its or their Representatives with respect to one or more of the following, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person, Person makes any express or has made any implied representation or warranty to on the other parties hereto behalf of the Company or any of its Subsidiaries or Affiliates with respect toto any projections, and shall have no liability in respect offorecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (aor any component thereof), future cash flows (or any component thereof) or future financial condition (or any financial projectioncomponent thereof) of the Company or any of its Subsidiaries or the future business, forecastoperations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement respective Representatives or in the course of the Transactions.Affiliates. ARTICLE V

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by Seller in this Article VII and Article III (including the related portions of the Disclosure Letter; provided, neither Acquiror nor Merger Subhowever, that nothing in the Disclosure Letter shall be deemed to change or expand any representation or warranty) or any Ancillary Document, it is the explicit intent of the parties that none of Seller, the Company, or any of their respective affiliates, nor any of their respective directors, officers, employees, shareholders, partners, members or representatives or any other Person, person has made or makes makes, and Purchaser is not relying upon, any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Business, Seller, the Company or completeness of its business, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding Acquiror the Business, Seller or Merger Sub available to the other parties or their respective Representatives Company. In particular, and expressly disclaims any such other representations or warranties. Without without limiting the generality of the foregoing, neither Acquiror nor Merger Subexcept for the representations and warranties made by Seller or the Company in Article II or Article III (including the related portions of the Disclosure Letter) or any Ancillary Document, nor none of Seller, the Company or any subsidiary thereof or any other Person, person makes or has made any express or implied representation or warranty to the other parties hereto Purchaser or any of its representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or the Business, (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available presented to the other parties hereto Purchaser or any of its affiliates or representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and Seller, the Company or the Business, the negotiation of this Agreement Agreement, the Ancillary Documents or in the course of the Transactions or (c) information, documents, projections, forecasts or other material made available to Purchaser, its affiliates or representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the Transactions, unless any such information is included in a representation or warranty contained in Article II or Article III (including the related portions of the Disclosure Letter; provided, however, that nothing in the Disclosure Letter shall be deemed to change or expand any representation or warranty) or any Ancillary Document. Seller disclaims any and all other representations and warranties, whether express or implied.

No Other Representations or Warranties. The Except for the representations and warranties made by Acquiror and Merger Sub expressly set forth in this Article V are IV, neither the exclusive representations Company nor any other Person on behalf of the Company makes, or has made (and warranties made by Acquirorthe Company, Merger Subon behalf of itself, their Affiliates, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty with respect to the Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Acquisition Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, and Parent and Acquisition Sub and their respective Representatives and Affiliates are not relying on, and waive any claim based on reliance on, any representation, warranty or other information of the Company, any of the Company’s Subsidiaries or any other Person except for those expressly set forth in this Article IV. None of the Company, any of the Company’s Subsidiaries or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to Parent or Acquisition Sub with respect to, and none of the Company, the Company’s Subsidiaries or any other Person shall be subject to, any liability to Parent, Acquisition Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to Parent, Acquisition Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent or its Representatives or Affiliates in connection with presentations by the Company’s management or information made available on any electronic data room for “Project Quantum” and maintained by the Company for purposes of the Merger and the other transactions contemplated by this Agreement, including the electronic data room hosted by Intralinks under the title Project Quantum (collectively, the “VDR”). Except for the representations and warranties contained in this Article V, neither Acquiror nor Merger the Company acknowledges and agrees that none of Parent, Xxxxxx’s Subsidiaries (including Acquisition Sub, nor ) or any other PersonPerson on behalf of Parent makes, or has made or makes made, any other express or implied representation or warranty, either written warranty with respect to Parent or oral, on behalf of Acquiror or Merger Acquisition Sub, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the accuracy Merger or completeness the other transactions contemplated by this Agreement, and the Company is not relying on any representation, warranty or other information of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, Person except for the representations and warranties those expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactionsset forth herein.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Company in this Article VIII, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Company or completeness any of any information regarding Acquiror or Merger Sub available to the other parties its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and expressly disclaims any such other representations or warrantieseach of Parent and Merger Sub acknowledge the foregoing. Without In particular, and without limiting the generality of the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Person, Person makes or has made any express or implied representation or warranty to the other parties hereto Parent, Merger Sub or any of their respective Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub the Company in this Article VIII, any oral or written information made available presented to the other parties hereto Parent, Merger Sub or any of their respective Representatives in the course of their evaluation due diligence investigation of Acquiror and Merger Sub and the Company, the negotiation of this Agreement or in the course of the Transactions. Except for the representations and warranties expressly set forth in Article IV, the Company hereby acknowledges that neither Parent nor Merger Sub nor any of their Subsidiaries, nor any other Person, has made or is making any other express or implied representation or warranty with respect to Parent or Merger Sub or any of their Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Representatives. 26 ARTICLE IV Representations and Warranties of Parent and Merger Sub Parent represents and warrants to the Company: SECTION 4.01. Organization; Standing. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and Merger Sub is a corporation duly organized, validly existing under the laws of the State of Delaware and is in good standing with the Secretary of State. Each of Parent and Merger Sub has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted and is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent has made available to the Company complete and correct copies of Parent’s and Merger Sub’s certificates of incorporation, bylaws or comparable governing documents, each as amended to the date of this Agreement. SECTION 4.02.

No Other Representations or Warranties. The representations and warranties made by Acquiror Each of Parent and Merger Sub in this Article V are has conducted its own independent review and analysis of the exclusive representations business, operations, assets, Company Intellectual Property, technology, liabilities, results of operations, financial condition and warranties made by Acquirorprospects of the Company and its Subsidiaries and each of them acknowledges that it and its respective Representatives have received access to such books and records, Merger Subfacilities, their Affiliatesequipment, contracts and other assets of the Company and its Subsidiaries that it and its respective Representatives have requested to review, and their respective Representativesthat it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Except for Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the transactions contemplated hereby including the accuracy or completeness thereof other than the representations and warranties contained in this Article VIV. Each of Parent and Merger Sub acknowledges and agrees that neither the Company nor its Subsidiaries nor any other Person (including any officer, neither Acquiror nor director, member or partner of the Company or any of its Subsidiaries or any of their respective Affiliates) will have or be subject to any liability to Parent, Merger Sub, nor Sub or any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror resulting from Parent’s or Merger Sub, to the accuracy or completeness ’s use of any information regarding Acquiror information, documents or Merger Sub material made available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoingParent, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) their Representatives in any oral or“data rooms,” management presentations, except for due diligence or in any other form in expectation of the representations and warranties expressly made by Acquiror Offer, the Merger or Merger Sub in this Article V, written information made available to any of the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the Transactionstransactions contemplated hereby.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly made by the Company in this Article V‎Article III or in any certificate delivered pursuant to this Agreement, neither Acquiror nor Merger Sub, the Company nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company, any of its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to Parent and Merger Sub or any of their Affiliates or Representatives of any documentation, forecasts or other parties hereto information with respect toto any one or more of the foregoing. Without limiting the generality of the foregoing, and shall have no liability in neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect of, to (a) any financial projection, forecast, estimate, or budget or prospect information relating to Acquiror the Company, any of its Subsidiaries or Merger Sub their respective businesses or (b) except for the representations and warranties made by the Company in this ‎Article III, any oral oror written information presented to Parent, Merger Sub or any of their respective Representatives in the course of their due diligence investigation of the Company or the negotiation of this Agreement. Except for the representations and warranties expressly set forth in ‎Article IV, the Company hereby acknowledges that neither Parent nor any of its Subsidiaries, nor any other Person, makes or has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub or their respective business or operations, including with respect to any information provided or made available to the Company, its Subsidiaries or any of their respective Representative or any information developed by the Company, its Subsidiaries or any of their respective Representatives. The Company hereby acknowledges that, except for the representations and warranties expressly made set forth in ‎Article IV or in any certificate delivered pursuant to this Agreement, the Company has not relied on such information or on any other representation or warranty (express or implied), memorandum, presentation or other materials or information provided by Acquiror or on behalf of Parent or Merger Sub in this Article V(or any of their respective Affiliates) and will have no claim against Parent or any of its Affiliates, written information made available or any of their respective Representatives, with respect thereto, except pursuant to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation express terms of this Agreement or in the course Agreement, including on account of a breach of any of the Transactionsrepresentations, warranties, covenants or agreements set forth herein.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained made by the Partnership Parties in this Article V, neither Acquiror nor Merger Sub, none of the Partnership Parties nor any other Person, has made or Person makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, warranty with respect to the accuracy Partnership Parties or completeness any of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and each of the Partnership Parties hereby expressly disclaims any such other representations or warranties. Without In particular, without limiting the foregoing, neither Acquiror nor Merger Sub, none of the Partnership Parties nor any other Person, Person makes or has made any representation or warranty to the other parties hereto Parent Parties, Merger Sub or any of their respective Affiliates or Representatives with respect to, and shall have no liability in respect of, to (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror the Partnership Parties, any of their respective Affiliates or Merger Sub any of their respective businesses or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub any of the Partnership Parties in this Article V, written information made available to the other parties hereto Parent Parties, Merger Sub or any of their respective Affiliates or Representatives in the course of their evaluation of Acquiror and Merger Sub and the Partnership, the negotiation of this Agreement or in the course of the Transactions.. Notwithstanding the foregoing, nothing in this Section 5.13 shall limit the Parent Parties’ or Merger Sub’s remedies with respect to intentional or willful misrepresentation of material facts that constitute common law fraud arising from or relating to the express representations and warranties made by the Partnership in this Article V.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly contained in this Article VIII (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations), neither Acquiror nor Merger SubPurchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that no Seller nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, Person on behalf of Acquiror any Seller makes, and neither Purchaser nor any member of the Purchaser Group has relied on, is relying on, or Merger Sub, to will rely on the accuracy or completeness of any information regarding Acquiror express or Merger Sub implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Xxxxxx) (the “Information Presentation”) or in that certain datasite administered by Datasite (the “Dataroom”) or elsewhere to the other parties Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their respective Representatives and expressly disclaims any such other representations Affiliates or warrantiesAdvisors. Without limiting the foregoing, neither Acquiror no Seller nor Merger Subany of its Advisors nor any other Person will have or be subject to any Liability whatsoever to Purchaser, nor or any other Person, makes resulting from the distribution to Purchaser or has made any representation of its Affiliates or warranty to Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information material made available to the other parties hereto Purchaser or any of its Affiliates or Advisors in the course of their evaluation of Acquiror and Merger Sub and Dataroom (except with respect to the negotiation of this Agreement Express Representations) or otherwise in the course expectation of the TransactionsTransactions or any discussions with respect to any of the foregoing information.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Company acknowledges that neither Parent, Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, nor any Person on their Affiliatesbehalf makes, and their respective Representatives. Except for the representations and warranties contained in this Article VCompany has not relied upon, neither Acquiror nor Merger Sub, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror warranty with respect to Parent or Merger SubSub or with respect to any other information provided or made available to the Company or its Representatives in connection with the Transactions, to including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the thereof, other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for than the representations and warranties expressly made by Acquiror or Merger Sub in this Article Vcontained, written information made available and subject to the other parties hereto qualifications and limitations, in Article IV or in any certificate or agreement (including the course of their evaluation of Acquiror Commitment Letters and Guaranty) provided in connection with this Agreement. The Company acknowledges and agrees that, to the fullest extent permitted by applicable Law, Parent and Merger Sub and their respective affiliates, stockholders, controlling Persons or Representatives shall not have any liability or responsibility whatsoever to the negotiation Company, its Subsidiaries or their respective affiliates, stockholders, controlling Persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement) or statements made (or any omissions therefrom), to the Company, its Subsidiaries or any of this Agreement their respective affiliates, stockholders, controlling Persons or Representatives, except with respect to the representations and warranties set forth in Article IV or in the course of Guaranty or in any certificate provided in connection with this Agreement (it being understood that the Transactionsforegoing does not limit the Company’s express third-party beneficiary rights set forth in the Equity Commitment Letter).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained in this Article VIII, neither Acquiror nor Merger Sub, the Company nor any other Person, has made Person on behalf of the Company or any of its Subsidiaries makes any other express or implied representation or warranty, either written warranty whatsoever with respect to the Company or oral, any of its Subsidiaries or with respect to any other information provided by or on behalf of Acquiror the Company or Merger Subany of its Subsidiaries. Without limiting the foregoing or anything else set forth in this Agreement, neither the Company nor any other Person will have or be subject to the accuracy any liability or completeness of any information regarding Acquiror or other obligation to Parent, Merger Sub available to the other parties or their respective Representatives and expressly disclaims or Affiliates or any other Person resulting from Parent’s, Merger Sub’s or their respective Representatives’ or Affiliates’ or such other representations Person’s use of any information, documents, projections, forecasts or warranties. Without limiting the foregoingother material made available to Parent, neither Acquiror nor Merger Sub, nor any Sub or their respective Representatives or Affiliates or such other Person, makes including any information made available in the electronic data room for “Project Saturn” run by IntraLinks and maintained by the Company for purposes of the transactions contemplated by this Agreement, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or has made their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsIII.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly contained in this Article VIII (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser and the Purchaser Group have relied only on such Express Representations and warranties), neither Acquiror nor Merger SubPurchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that no Seller nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, Person on behalf of Acquiror such Xxxxxx makes, and neither Purchaser nor any member of the Purchaser Group has relied on, is relying on, or Merger Sub, to will rely on the accuracy or completeness of any information regarding Acquiror express or Merger Sub available implied representation or warranty with respect to such Seller, the Acquired Businesses, such Seller’s other businesses, the other parties Acquired Assets, or their respective Representatives and expressly disclaims the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Moelis & Company) or in that certain datasite administered by Datasite (the “Dataroom”) or elsewhere to Purchaser or any of its Affiliates or Advisors on behalf of such other representations Seller or warrantiesany of its Affiliates or Advisors. Without limiting the foregoing, neither Acquiror no Seller or any of its Advisors nor Merger Subany other Person will have or be subject to any Liability whatsoever to Purchaser, nor or any other Person, makes resulting from the distribution to Purchaser or has made any representation of its Affiliates or warranty to the Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including any information presentation, any information, statements, disclosures, documents, projections, forecasts or other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information material made available to the other parties hereto Purchaser or any of its Affiliates or Advisors in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement Dataroom or otherwise in the course expectation of the TransactionsTransactions or any discussions with respect to any of the foregoing information.

No Other Representations or Warranties. The Except for the representations and warranties made by Acquiror and Merger Sub expressly contained in this Article V are III, none of Parent nor any other Person makes any other express or implied representation or warranty with respect to the exclusive Seller Parties, the Transferred Interests, the Transferred IP, the Transferred Companies, the respective businesses of the Transferred Companies or the transactions contemplated by the Transaction Agreements and any other rights or obligations to be transferred hereunder or pursuant hereto, and Parent disclaims any other representations and warranties or warranties, whether made by Acquiroror on behalf of any Seller Party, Merger Sub, any Transferred Company or any of their Affiliates, and their respective Affiliates or Representatives. Except for the representations and warranties expressly contained in this Article VIII, neither Acquiror nor Merger Subeach of the Seller Parties, nor each of the Transferred Companies and their respective Affiliates and Representatives hereby disclaim all liability and responsibility for any other Personrepresentation, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimatestatement, budget or prospect information relating to Acquiror made, communicated, or Merger Sub or furnished (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub in this Article V, written information made available to the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement orally or in the course 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 TransactionsSeller Parties or the Transferred Companies). Parent, each of the Seller Parties, each of the Transferred Companies and their respective Affiliates and Representatives make no representations or warranties to Buyer regarding the probable success or profitability of the respective businesses of the Transferred Companies.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties contained expressly set forth in this Article VIII (as qualified by the Disclosure Letter and the Company SEC Documents), neither Acquiror nor Merger Subnone of the Company, nor any of its Affiliates or any other Person, has made or person makes any other express or implied representation or warrantywarranty (and there is and has been no reliance by Parent, either written or oral, on behalf of Acquiror Silk USA or Merger SubSub or any of their respective Representatives or Affiliates on any such representation or warranty) with respect to the Company, any of its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Silk USA or Merger Sub or their respective Representatives or Affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warrantiesthereof. Without limiting the foregoing, neither Acquiror nor Merger Sub, the Company nor any other Personperson will have or be subject to any liability or other obligation to Parent, makes Silk USA, Merger Sub or has their respective Representatives or Affiliates or any other person resulting from Parent’s, Silk USA’s, Merger Sub’s or their respective Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Silk USA, Merger Sub or their respective Representatives or Affiliates, including any information made available in management or other presentations or in the electronic or other data rooms maintained by or on behalf of the Company or its Representatives in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral or, except for the representations and warranties expressly made by Acquiror or Merger Sub contained in this Article V, written information made available to III (as qualified by the other parties hereto in the course of their evaluation of Acquiror and Merger Sub Disclosure Letter and the negotiation of this Agreement or in the course of the TransactionsCompany SEC Documents).

No Other Representations or Warranties. The (a) Except for the representations and warranties made by Acquiror and Merger Sub contained in this Article V are IV of this Agreement, Parent, Sub REIT, REIT Merger Sub and Partnership Merger Sub acknowledge that neither the exclusive representations and warranties made by AcquirorCompany, Merger Subthe Partnership, their Affiliatesany Subsidiary, nor any other person or entity on behalf of the Company has made, and none of Parent, Sub REIT, REIT Merger Sub or Partnership Merger Sub has relied upon, any representation or warranty, whether express or implied, with respect to the Company, any Subsidiary or their respective Representativesbusinesses, operations, affairs, assets, liabilities, tax status, financial condition, results of operations or prospects or with respect to the accuracy or completeness of any other information provided or made available to Parent, Sub REIT, REIT Merger Sub and Partnership Merger Sub by or on behalf of the Company, the Partnership or any Subsidiary. Except for the representations and warranties contained in this Article VIV, neither Acquiror none of the Company, the Partnership, any Subsidiary nor any other person or entity will have or be subject to any liability to Parent, Sub REIT, REIT Merger Sub or Partnership Merger Sub or any other person or entity resulting from the distribution in written or verbal communications to Parent, Sub REIT, REIT Merger Sub or Partnership Merger Sub, nor any other Personor use by Parent, has made or makes any other express or implied representation or warrantySub REIT, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub available to the other parties or their respective Representatives and expressly disclaims any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or REIT Merger Sub or (b) Partnership Merger Sub of, any oral orsuch information, except for the representations and warranties expressly including any information, documents, projections, forecasts or other material made by Acquiror available to Parent, Sub REIT, REIT Merger Sub or Partnership Merger Sub in this Article V, written online “data rooms,” confidential information made available to the other parties hereto memoranda or management interviews and presentations in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course expectation of the Contemplated Transactions.

No Other Representations or Warranties. The representations (a) Purchaser acknowledges and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. agrees that: (i) Except for the representations and warranties contained expressly made by the Company in this Article VII, by Seller in Article III or in the certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii), neither Acquiror Seller nor Merger Subany of its Affiliates (including the Company Group), nor any of their respective Representatives nor any other Person, has made or Person makes any other express or implied representation or warrantywarranty with respect to Seller, either written the Company Group or oralthe Business or any information made available to Purchaser or any of its Affiliates or Representatives in connection with the Transactions, on behalf including with respect to the prospects of Acquiror the Business or Merger Subits profitability for Purchaser, to merchantability or fitness for any particular purpose, forecasts, projections, business plans or other information (including any Evaluation Material) and the accuracy or completeness of, or the reasonableness of any information regarding Acquiror assumptions underlying, any such forecasts, projections, business plans or Merger Sub available to other information. (ii) Each of Seller and the other parties or Company, on its own behalf and on behalf of its Affiliates and its and their respective Representatives and Representatives, expressly disclaims any such other all representations and warranties, whether express or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or prospect information relating to Acquiror or Merger Sub or (b) any oral orimplied, except for the representations and warranties expressly made by Acquiror Seller and the Company in Article II, by Seller in Article III or Merger Sub in this the certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii). Neither Seller nor any of its Affiliates (including the Company Group), nor any of their respective Representatives nor any other Person has, or is subject to, any liability or other obligation to Purchaser or any of its Affiliates or any of their respective Representatives or any other Person arising from such Person’s use of any information, including information, documents, projections, forecasts or other materials made available to such Person in any virtual data room, confidential information memorandum, management presentation or offering materials, or in connection with any site tours or visits, diligence calls or meetings or otherwise, unless such information is expressly included in a 33 representation or warranty contained in Article VII, written in Article III or in the certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii). (b) In furtherance of the foregoing, Purchaser acknowledges that it is not entitled to rely, has not relied and will not rely on any representation or warranty of Seller or any of its Affiliates (including the Company Group) or any of their respective Representatives or any other Person, other than those representations and warranties expressly made by Seller and the Company in Article II, by Seller in Article III or in the certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii). Purchaser acknowledges and agrees that it is relying solely on the representations and warranties expressly made by Seller and the Company in Article II, by Seller in Article III or in the certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii) and on its own investigation and analysis in entering into the Transaction Documents to which it is a party and that each of the Transaction Documents is the product of arm’s-length negotiations. Purchaser and each of its Representatives acknowledge and agree that they (a) have had full access to and the opportunity to review all of the documents in the Data Room or otherwise provided to Purchaser or its Representatives on behalf of the Company, and (b) have been afforded full access to the books and records, facilities and officers, directors, managers, employees and other representatives of the Company Group for purposes of conducting a due diligence investigation with respect thereto. Purchaser is an informed and sophisticated participant in the transactions contemplated by the Transaction Documents and has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company Group and has had such documents and information made available and has evaluated such documents and information, as it has deemed necessary in connection with the execution and delivery of the Transaction Documents. Purchaser is knowledgeable about the industries in which the Company Group operates, is capable of evaluating the merits and risks of the Transactions as contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. (c) The foregoing shall not limit any right or remedy of Purchaser with respect to any claim for Fraud with respect to the other parties hereto in making of the course of their evaluation of Acquiror representations and Merger Sub warranties expressly made by Seller and the negotiation of this Agreement Company in Article II, by Seller in Article III or in the course of the Transactions.certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii). ARTICLE V

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub Except as expressly set forth in this Article V are IV or in any certificate delivered by the exclusive representations and warranties made Sellers pursuant to Section 1.1(a)(ii) (as qualified by Acquirorthe Company Disclosure Letter in accordance with Section 10.1), Merger Subnone of such Seller or any of its, their Affiliates, and their respective Representatives. Except for his or her Representatives makes any representation or warranty to the representations and warranties contained in this Article V, neither Acquiror nor Merger Sub, nor Buyer Entities or any other Person, has made express or makes implied, at law or in equity, with respect to such Seller, the Company or any of its Affiliates, the Transferred Securities, the properties, assets or Liabilities of such Seller, the Company or any of its Subsidiaries, the other transactions contemplated by this Agreement or any other express or implied representation or warrantyTransaction Document, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror such Seller, the Company or Merger Sub any of its Subsidiaries, including with respect to (a) merchantability or fitness for any particular use or purpose, (b) the operation or probable success or profitability of the Company or any of its Subsidiaries following the Closing, (c) any information memorandum, management presentation or materials made available to the Buyer Entities or any of their Representatives in the Data Room or otherwise in connection with this Agreement, the other parties Transaction Documents or the Transactions, (d) any future results, financial projection, estimate, forecast, budget or financial data or report (including the reasonableness of the assumptions underlying such projections, estimates, forecasts, budgets or prospects) relating to the Company or any of its Subsidiaries, (e) any other information made available (orally or in writing) to the Buyer Entities or their respective Representatives and expressly disclaims or (f) any other matter or thing. Any such other representations or warranties. Without limiting the foregoing, neither Acquiror nor Merger Sub, nor any other Person, makes or has made any representation or warranty to is hereby expressly disclaimed. Except in the case of Fraud, no Seller is relying, or has relied, upon any representations or warranties whatsoever regarding the subject matter of this Agreement or the other parties hereto with respect toTransaction Documents, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget express or prospect information relating to Acquiror or Merger Sub or (b) any oral orimplied, except for the representations and warranties expressly set forth in Article V. Such representations and warranties constitute the sole and exclusive representations and warranties made by Acquiror or Merger Sub in this Article V, written information made available to the Sellers in connection with the Transactions and the Sellers and their Affiliates understand, acknowledge and agree that any such other parties hereto representations or warranties are hereby expressly disclaimed. Nothing herein shall restrict or otherwise limit any Party’s rights or remedies in the course event of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or in the course of the TransactionsFraud.