Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any express or 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing information.

No Other Representations or Warranties. (a) Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that 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 expressly contained set forth in this Article V (as qualified III and the certificate delivered by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesCompany pursuant to Section 6.02(a), Buyer acknowledges Parent and agreesMerger Sub hereby agree and acknowledge that (i) neither the Company nor any of its Subsidiaries, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makesPerson, has made or is making, and Xxxxx has not relied on, is Parent and Merger Sub are not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to the Company or any Sellerof its Subsidiaries or their respective businesses, the Acquired Assetsoperations, assets, liabilities, condition (financial or the Assumed Liabilities otherwise) or prospects, including with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature information made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Sub or any of their respective Representatives or Affiliates or Advisorsany information developed by Parent, Merger Sub or any of their respective Representatives or Affiliates based thereon and (ii) neither the Company nor any other statement relating to the historicalof its Subsidiaries, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person Person, will have or be subject to any Liability whatsoever liability to BuyerParent or Merger Sub resulting from the delivery, dissemination or any other Person, resulting from the distribution to Buyer Parent, Merger Sub or any of their respective Representatives or Affiliates, or the use by Parent, Merger Sub or any of their respective Representatives or Affiliates, of any information made available to Parent, Merger Sub or any of their respective Representatives or Affiliates, including in any “data rooms” or management presentations, in anticipation or contemplation of 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 certificate delivered by the Company pursuant to Section 6.02(a). (b) Except for the representations and warranties expressly made by Parent and Merger Sub in this Article IV and the certificate delivered by Parent and Merger Sub pursuant to Section 6.03(a), neither Parent, Merger Sub nor any other Person makes any other express or implied representation or warranty with respect to Parent or Merger Sub or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Company or any of its Affiliates or Advisors, or Buyer’s or Representatives of 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, projectionsdocumentation, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions information with respect to any one or more of the foregoing informationforegoing, and the Company acknowledges the foregoing.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained made in this Article V (4, as qualified by the Company Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of Schedule, or any certificate delivered pursuant to this Agreement) (, neither the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of makes any express or implied representation or warranty with respect to any Sellerthe Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement, the Acquired AssetsMerger or the transactions contemplated hereby, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article 4, as qualified by the Company Disclosure Schedule, or any certificate delivered pursuant to this Agreement, neither the Assumed Liabilities Company nor any other Person makes or with respect has made any representation or warranty 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Parent or any of its Affiliates or Advisors on behalf of Sellers Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their Affiliates or Advisors, respective business; or (ii) any other statement relating oral or written information presented to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Parent or any of its Affiliates or Advisors, or Buyer’s or any Representatives in the course of its Affiliates’ or Advisors’ use their due diligence investigation of or reliance on, any such information, including the Information PresentationCompany, the Projections, any information, statements, disclosures, documents, projections, forecasts negotiation of this Agreement or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom course of the Merger or otherwise in expectation of the transactions contemplated hereby. (b) The Company acknowledges and agrees that the representations and warranties by Xxxxxx and Merger Sub set forth in this Agreement constitute the sole and exclusive representations and warranties of such parties in connection with the transactions contemplated hereby, and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or any discussions with respect to any of the foregoing informationnature whether express, implied or statutory are specifically disclaimed by Xxxxxx and Merger Sub.

No Other Representations or Warranties. (i) Except for the representations and warranties expressly contained made by Purchaser in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Section 2.3, Buyer acknowledges and agreesneither Purchaser, on its own behalf and on behalf of the Buyer GroupRepresentatives, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller person makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy made or completeness of has been authorized to make any express or implied representation or warranty with respect to any SellerPurchaser or its businesses, the Acquired Assetsoperations, conduct, assets, liabilities, conditions (financial 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 Lazard) (the “Information Presentation”otherwise) or in that certain datasite administered by Intralinks (prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the “Dataroom”) foregoing disclaimer, neither Purchaser, its Representatives, nor any other person makes, has made or elsewhere has been authorized to Buyer make any representation or warranty to the Company or any of its Affiliates Subsidiaries or Advisors on behalf of Sellers its or any of their Affiliates or Advisors, or respective Representatives with respect to (iiA) any other statement financial projection, forecast, estimate, budget or prospective information relating to the historicalPurchaser or its businesses, current or future businessoperations, financial condition, results of operationsconduct, assets, Liabilitiesliabilities, propertiesconditions (financial or otherwise) or prospects or (B) except for the representations and warranties expressly made by Purchaser in this Section 2.3, Contractsany oral, environmental complianceelectronic, employee matters, regulatory compliance, business risks and prospects of any Seller, written or other information presented or made available to the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Company or any of its Affiliates Subsidiaries or Advisorsits or their respective Representatives in the course of (x) their due diligence investigation of Purchaser or its affiliates, (y) the negotiation of this Agreement or Buyer’s or (z) the transactions contemplated hereby. (ii) Purchaser acknowledges and agrees that neither the Company, any of its Affiliates’ or Advisors’ use of or reliance onSubsidiaries, any such informationof their respective Representative, including nor any other person has made, is making or has been authorized to make any express or implied representation or warranty other than those expressly set forth in Section 2.2, and in entering into this Agreement, Purchaser is relying exclusively on its own independent investigation and the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors representations and warranties expressly set forth in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationSection 2.2.

No Other Representations or Warranties. Company acknowledges and agrees that it (a) has had an opportunity to discuss the business of Parent and its Subsidiaries with the management of Parent, (b) has had reasonable access to the books and records of Parent and its Subsidiaries, (c) has been afforded the opportunity to ask questions of and receive answers from officers of Parent and (d) has conducted its own independent investigation of Parent and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of Parent, Merger Sub or any of their Subsidiaries, other than the representations and warranties of Parent and Merger Sub expressly contained in Article IV of this Agreement. Company acknowledges that neither Parent nor Merger Sub makes any express or implied representations or warranties as to any matter whatsoever except as expressly set forth in Article IV, including with respect to any information furnished, disclosed or made available to Company or its representatives in the course of their due diligence investigation of Parent and the negotiation of this Agreement, or otherwise in connection with the transactions contemplated hereby. The representations and warranties set forth in Article IV are made solely by Parent and Merger Sub, and no representative of Parent or Merger Sub shall have any responsibility or liability related thereto. Except for the representations and warranties expressly contained in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)III, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller neither Company nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of makes any express or implied representation or warranty with respect to any Seller, the Acquired AssetsCompany and its Subsidiaries, or the Assumed Liabilities their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Company hereby disclaims any such other representations or warranties, including with respect to any informationfinancial projection, statementsforecast, disclosuresestimate, documentsbudget or prospective information relating to Company, projections, forecasts any of its Subsidiaries or other material of their respective businesses or any nature made available oral or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere written information presented to Buyer Parent or any of its Parent’s Affiliates or Advisors on behalf of Sellers or any representatives in the course of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results due diligence investigation of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information PresentationCompany, the Projections, any information, statements, disclosures, documents, projections, forecasts negotiation of this Agreement or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation course of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationhereby.

No Other Representations or Warranties. (a) Except for the express written representations and warranties expressly made by Xxxxxx and Merger Sub contained in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)V, Buyer acknowledges and agreesneither Parent, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Merger Sub nor any Representative or other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of either makes any express or 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers them or any of their Affiliates or Advisors, any of its or (ii) any other statement relating to the historical, current or future their respective business, financial condition, results of operations, assets, Liabilities, propertiesfinancial condition or results of operations or with respect to any other information provided to the Company in connection with the Transactions, Contractsand Parent and Merger Sub hereby disclaim any other representations or warranties, environmental complianceexpress or implied, employee matters, regulatory compliance, business risks and prospects as to the accuracy or completeness of any Sellerother information made (or made available) by themselves or any of their Representatives with respect to, or in connection with, the qualitynegotiation, quantity execution and delivery of this Agreement or condition of the Transactions. (b) Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV and in any Seller’s assets. Without limiting certificates delivered by the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Company or any of its Affiliates or AdvisorsRepresentatives in connection with the Transactions (including as contemplated by clause (iii)(5) of Annex A), (i) neither the Company, its Subsidiaries nor any of their respective Representatives makes, or Buyer’s has made, any representations or warranties relating to itself or its business, assets, Liabilities, financial condition or results of operations or otherwise in connection with the Transactions, and neither Parent nor Merger Sub is relying on any representation or warranty of the Company except for those expressly set forth in this Agreement or any such certificate, (ii) no Person has been authorized by the Company or any of its Affiliates’ Subsidiaries to make any representation or Advisors’ use of or reliance on, any such information, including warranty relating to the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer Company or any of its Affiliates Subsidiaries or Advisors in the Dataroom their businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or otherwise in expectation connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party and (iii) 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 transactions contemplated by this Agreement Company unless any such materials or information is the subject of any discussions with respect to express representation or warranty set forth in Article IV or in any of the foregoing informationsuch certificate.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article V Agreement (as qualified or in any certificate delivered by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesCompany pursuant hereto), Buyer each of Parent and Merger Sub acknowledges and agrees, that neither the Company nor any Person acting on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor makes any other Person on behalf of express or any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on implied representations or warranties in this Agreement with respect to (i) the Company or its Subsidiaries, any of their businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other matter relating to the Company or its Subsidiaries or (ii) the accuracy or completeness of any express documentation, forecasts or implied other information 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 Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any nature made available component thereof), future cash flows (or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”component thereof) or in that certain datasite administered by Intralinks future financial condition (or any component thereof) of the “Dataroom”) or elsewhere to Buyer Company or any of its Affiliates Subsidiaries or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results operations or affairs of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Company or any of its Affiliates Subsidiaries heretofore or Advisors, hereafter delivered to or Buyer’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 material made available to Buyer Parent, Merger Sub or any of its Affiliates their respective Representatives or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationAffiliates.

No Other Representations or Warranties. (i) Except for the representations and warranties expressly contained made by the Company in this Article V (as qualified by Section 2.2, neither the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Company, any of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)its Subsidiaries, Buyer acknowledges and agreesany of their respective Representatives, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller person makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy made or completeness of has been authorized to make any express or implied representation or warranty with respect to the Company, any Sellerof its Subsidiaries or their respective businesses, the Acquired Assetsoperations, assets, liabilities, conditions (financial 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 Lazard) (the “Information Presentation”otherwise) or in that certain datasite administered by Intralinks (prospects, and the “Dataroom”) Company hereby disclaims any such other representations or elsewhere warranties. In particular, without limiting the foregoing disclaimer, neither the Company, any of its Subsidiaries, any of their respective Representatives, nor any other person makes, has made or has been authorized to Buyer make any representation or warranty to Purchaser or any of its Affiliates affiliates or Advisors on behalf of Sellers its or their respective Representatives with respect to (A) any financial projection, forecast, estimate, budget or prospective information relating to the Company or any of its Subsidiaries or their Affiliates or Advisorsrespective businesses, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilitiesliabilities, propertiesconditions (financial or otherwise) or prospects or (B) except for the representations and warranties made by the Company in this Section 2.2, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, oral or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject written information presented to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Purchaser or any of its Affiliates affiliates or Advisors, its or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors their respective Representatives in the Dataroom course of (x) their due diligence investigation of the Company or otherwise in expectation its Subsidiaries, (y) the negotiation of this Agreement or (z) the transactions contemplated by hereby. (ii) The Company acknowledges and agrees that neither Purchaser, its Representatives, nor any other person has made, is making or has been authorized to make any express or implied representation or warranty other than those expressly set forth in Section 2.3, and in entering into this Agreement or any discussions with respect to any of Agreement, the foregoing informationCompany is relying exclusively on its own independent investigation and the representations and warranties expressly set forth in Section 2.3.

No Other Representations or Warranties. (i) Except for the representations and warranties expressly contained made by the Company in this Article V (as qualified by Section 2.2, neither the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Company, any of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Subsidiaries nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of person makes any express or implied representation or warranty with respect to the Company, any Sellerof its Subsidiaries or their respective businesses, the Acquired Assetsoperations, assets, liabilities, conditions (financial 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 Lazard) (the “Information Presentation”otherwise) or in that certain datasite administered by Intralinks (prospects, and the “Dataroom”) Company hereby disclaims any such other representations or elsewhere warranties. In particular, without limiting the foregoing disclaimer, neither the Company, any of its Subsidiaries nor any other person makes or has made any representation or warranty to Buyer Purchaser or any of its Affiliates affiliates or Advisors on behalf of Sellers its or their respective Representatives with respect to (A) any financial projection, forecast, estimate, budget or prospective information relating to the Company or any of its Subsidiaries or their Affiliates or Advisorsrespective businesses, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilitiesliabilities, propertiesconditions (financial or otherwise) or prospects, Contracts(B) except for the representations and warranties made by the Company in this Section 2.2, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, oral or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject written information presented to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Purchaser or any of its Affiliates affiliates or Advisors, its or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors their respective Representatives in the Dataroom course of (x) their due diligence investigation of the Company or otherwise in expectation its Subsidiaries, (y) the negotiation of this Agreement or (z) the transactions contemplated by this Agreement hereby or (C) PACW, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects. (ii) The Company acknowledges and agrees that neither Xxxxxxxxx nor any discussions with respect to other person has made or is making any of express or implied representation or warranty other than those contained in Section 2.3, the foregoing informationEquity Commitment Letter or the Limited Guarantee.

No Other Representations or Warranties. Except (a) Subject to Section 10.7, except for the representations and warranties expressly contained in this Article V (as qualified by Agreement or the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Related Agreements, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any agent, Affiliate, officer, director, employee or representative of any Seller, nor any other Person Person, makes, or shall be deemed to make, any representation or warranty to Purchaser, express or implied, at law or in equity, on behalf of any Seller makesSellers, and Xxxxx has not relied on, is not relying on, Sellers hereby exclude and will not rely on (i) the accuracy or completeness of disclaim any express or implied such representation or warranty with respect to whether by any Seller or any Seller's agents, Affiliates, officers, directors, employees or representatives or any other Person, notwithstanding the Acquired Assets, delivery or the Assumed Liabilities or with respect disclosure 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Purchaser or any of its Affiliates officers, directors, employees or Advisors on behalf representatives or any other Person of any documentation or other information by Sellers or any of their Affiliates respective agents, Affiliates, officers, directors, employees or Advisors, representatives or (ii) any other statement relating Person with respect to any one or more of the foregoing. Purchaser hereby agrees that notwithstanding any other provision of this Agreement to the historicalcontrary, current Sellers are not making any representation as to the adequacy or future businesssufficiency of any reserves for payment of benefits, financial conditionlosses, results of operationsclaims and expenses under all insurance policies and contracts. (b) Subject to Section 10.7, assetsexcept for the representations and warranties contained in this Agreement or the Related Agreements, Liabilitiesneither Purchaser nor any agent, propertiesAffiliate, Contractsofficer, environmental compliancedirector, employee mattersor representative of Purchaser, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have Person, makes, or shall be subject deemed to make, any Liability whatsoever representation or warranty to BuyerSellers, express or implied, at law or in equity, on behalf of Purchaser, and Purchaser hereby excludes and disclaims any such representation or warranty whether by Purchaser or any of Purchaser's agents, Affiliates, officers, directors, employees or representatives or any other Person, resulting from notwithstanding the distribution delivery or disclosure to Buyer Sellers any or any of their respective officers, directors, employees or representatives or any other Person of any documentation or other information by Purchaser or any of its Affiliates respective agents, Affiliates, officers, directors, employees or Advisors, or Buyer’s representatives 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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions Person with respect to any one or more of the foregoing informationforegoing. Sellers hereby agree that notwithstanding any other provision of this Agreement to the contrary, Purchaser is not making any representation as to the adequacy or sufficiency of any reserves for payment of benefits, losses, claims and expenses under all insurance policies and contracts. (c) Nothing contained in this Section 11.14 shall affect the Parties' rights under Section 2.3.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)III, Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer GroupCompany or any of the Company’s Subsidiaries or any of their respective Affiliates, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all directors, officers, employees, controlling Persons, agents or other representations, warranties and statements of any kind Representatives or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller has made or makes, and Xxxxx has not relied onParent and Merger Sub hereby waive, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to any Sellerwarranty, the Acquired Assetsexpress or implied, whether written or the Assumed Liabilities or with respect to any informationoral, 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers the Company, its Subsidiaries or its Affiliates, directors, officers, employees, controlling Persons, agents or other representatives or any of their Affiliates or Advisorsother Person. (b) To the fullest extent permitted by Law, or (ii) any other statement relating to except for the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks representations and prospects of any Seller, warranties expressly set forth in Article III or the qualityrepresentations and warranties or other provisions of the Spin-Off Transaction Agreements, quantity none of the Company, the Company’s Subsidiaries or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever liability or indemnification obligation on any basis (including in contract or tort, under applicable federal or state securities laws or otherwise) to BuyerParent, Merger Sub or any other Person, Person resulting from the distribution to Buyer sharing with Parent and Merger Sub or any of its Affiliates or Advisorstheir Representative, or BuyerParent’s or any of its Affiliates’ or Advisors’ Merger Sub’s use of or reliance on, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material materials made available to Buyer Parent or Merger Sub in the Data Room or management presentations (or omissions therefrom) in expectation of the Merger or otherwise, except in the case of fraud. Except for the representations and warranties expressly set forth in Article III or the Spin-Off Transaction Agreements, it is understood and Parent and Merger Sub acknowledge that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations provided or addressed to Parent or Merger Sub are not and shall not be deemed to be or to include representations and warranties of the Company or any of its Affiliates Subsidiaries or Advisors Affiliates. Except for the representations and warranties expressly set forth in Article III or the Spin-Off Transaction Agreements, Parent and Merger Sub acknowledge and agree, to the fullest extent permitted by Law, to the Company’s express disavowal and disclaimer of any other representations and warranties, whether made by the Company or any other Person on behalf of the Company, and of all liability and responsibility for any representation, warranty, projections, forecasts or other materials made available to Parent or Merger Sub, including any opinion, information, projection, forecast or other information that may have been or may be provided to Parent or Merger Sub by any director, officer, employee, agent, consultant or other Representative of the Company or any of its Affiliates, except in the Dataroom or otherwise in expectation case of fraud. In furtherance of the transactions contemplated foregoing, and not in limitation thereof, Parent and Merger specifically acknowledge and agree that, except for the representations and warranties expressly set forth in Article III or the representations and warranties or other provisions of the Spin-Off Transaction Agreements, none of the Company or any of its Subsidiaries or Affiliates makes or has made any representation or warranty, express or implied, with respect to any financial projection or forecast delivered to Parent or Merger Sub with respect to the performance of the Company or any of the Company’s Subsidiaries either before or after the Closing Date. Parent acknowledges and agrees that (i) such projections or forecasts are being provided solely for the convenience of Parent to facilitate its own independent investigation of the Company and its Subsidiaries, (ii) there are uncertainties inherent in attempting to make such projections or forecasts, (iii) Parent is familiar with such uncertainties and (iv) Parent is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections or forecasts (including the reasonableness of the underlying assumptions). Parent and Merger Sub acknowledge that they have conducted to their satisfaction their own independent investigation of the condition, operations and businesses of the Company and the Company’s Subsidiaries and acknowledges that they have been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and information of the Companies for such purpose and, in making its determination to proceed with the Merger, Parent and Merger Sub have been provided and have evaluated such documents and information as they have deemed necessary, have been advised by their counsel, accountants, financial advisors and such other Persons as Parent and Merger Sub have deemed appropriate concerning this Agreement, and have relied solely on the results of their own independent investigation and verification and the representations and warranties expressly set forth in Article III and the Spin-Off Transaction Agreements. (c) Parent, Merger Sub and their respective Affiliates, directors, officers, employees, Subsidiaries, controlling Persons, agents and other Representatives hereby acknowledge that, except for the representations and warranties expressly set forth in Article III, no other statutory, express or implied representation or warranty, whether written or oral, concerning the Shares, the Merger or the business, assets or liabilities of the Company and the Company’s Subsidiaries, the execution, delivery or performance of this Agreement or any discussions with respect to other transaction agreements or any other matter, including any implied warranties of the foregoing informationmerchantability and implied warranties of fitness for a particular purpose, is or has been made.

No Other Representations or Warranties. Except (a) The parties acknowledge and agree that except for the representations and warranties expressly contained in this Article V (as qualified made by the Disclosure Schedules Seller in Articles III and in accordance with IV hereof, the express terms and conditions Seller does not (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and nor any Person on behalf of the Buyer GroupSeller) make any representation or warranty, that express or implied, at Law or in equity, with respect to the Acquired Assets Entities, or their respective businesses, operations, assets, liabilities, condition (financial or otherwise), prospects (financial or otherwise) or risks, including with respect to merchantability or fitness for any particular purpose, or with respect to any financial projections or forecasts, notwithstanding the delivery or disclosure to the Purchaser or any of its 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, the Seller shall not have made, or shall not be deemed to have made, any representations or warranties in the Confidential Information Memorandum dated October 2011 (the “Information Memorandum”), in the management presentations relating to the Acquired Entities presented to the Purchaser on December 15, 2011 and January 12, 2012 or in any presentation of the Acquired Entities in connection with the Transactions, or in any other written materials delivered to the Purchaser in connection with any other such presentation (collectively, the “Offering Materials and Presentations”), and no statement contained in the Offering Materials and Presentations shall be deemed a representation or warranty hereunder or otherwise. Except as otherwise expressly provided herein, the Acquired Entities are being acquired by Buyer transferred “as is” and “, where is” is and with all faults faults”. Any claims the Purchaser may have for breach of representation or warranty in connection with the Transactions shall be based solely on the representations and all warranties set forth in Articles III and IV and any such other representations, representations and warranties are hereby disclaimed. The parties further acknowledge and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and agree that no the Seller has not made (nor any other Person on behalf of the Seller) any Seller makesrepresentation or warranty, and Xxxxx has not relied onexpress or implied, is not relying onat Law or in equity, and will not rely on (i) as to the accuracy or completeness of any express information regarding the Acquired Entities or implied representation or warranty with respect to any the Transactions not expressly set forth in this Agreement, and neither the 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or nor any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or AdvisorsAffiliates, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever liability to Buyerthe Purchaser, any of its representatives or any other Person, Person resulting from the distribution to Buyer the Purchaser or any of its Affiliates representatives or Advisors, or Buyerthe Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including any document or information in any form provided to the Information Presentation, Purchaser or its representatives in connection with the ProjectionsTransactions. (b) With respect to any projection or forecast delivered by or on behalf of the Seller, any informationAcquired Entity, statements, disclosures, documents, projections, forecasts or other material made available any of their respective representatives to Buyer the Purchaser or any of its Affiliates representatives, the Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) the Purchaser is familiar with such uncertainties, (iii) the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so delivered and (iv) none of the Purchaser or Advisors its representatives or any other Person shall have any claim against the Seller or any of its representatives or any other Person with respect thereto. The Purchaser further acknowledges that it has expertise in the Dataroom or otherwise in expectation businesses of the transactions contemplated by this Agreement or any discussions Acquired Entities and understands the risks and uncertainties in connection with respect to any of the foregoing informationsuch businesses.

No Other Representations or Warranties. (i) Except for the representations and warranties expressly contained made by the Company in this Article V (as qualified by Section 2.2, neither the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Company, any of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)its Subsidiaries, Buyer acknowledges and agreesany of their respective Representatives, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller person makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy made or completeness of has been authorized to make any express or implied representation or warranty with respect to the Company, any Sellerof its Subsidiaries or their respective businesses, the Acquired Assetsoperations, assets, liabilities, conditions (financial 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 Lazard) (the “Information Presentation”otherwise) or in that certain datasite administered by Intralinks (prospects, and the “Dataroom”) Company hereby disclaims any such other representations or elsewhere warranties. In particular, without limiting the foregoing disclaimer, neither the Company, any of its Subsidiaries, any of their respective Representatives, nor any other person makes, has made or has been authorized to Buyer make any representation or warranty to Purchaser or any of its Affiliates affiliates or Advisors on behalf of Sellers its or their respective Representatives with respect to (A) any financial projection, forecast, estimate, budget or prospective information relating to the Company or any of its Subsidiaries or their Affiliates or Advisorsrespective businesses, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilitiesliabilities, propertiesconditions (financial or otherwise) or prospects or (B) except for the representations and warranties made by the Company in this Section 2.2, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, oral or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject written information presented to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Purchaser or any of its Affiliates affiliates or Advisors, its or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors their respective Representatives in the Dataroom course of (x) their due diligence investigation of the Company or otherwise in expectation its Subsidiaries, (y) the negotiation of this Agreement or (z) the transactions contemplated by hereby. (ii) The Company acknowledges and agrees that neither Purchaser, its Representatives, nor any other person has made, is making or has been authorized to make any express or implied representation or warranty other than those expressly set forth in in Section 2.3, and in entering into this Agreement or any discussions with respect to any of Agreement, the foregoing informationCompany is relying exclusively on its own independent investigation and the representations and warranties expressly set forth in Section 2.3.

No Other Representations or Warranties. Except for Other than the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Agreement, none of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Parent, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Merger Sub or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller Parent or Merger Sub makes, and Xxxxx has not relied onParent, is not relying onon behalf of itself, Merger Sub and will not rely on (i) the accuracy or completeness of each such other Person, hereby disclaims, any express or implied representation or warranty with respect to Parent or any Sellerof its Subsidiaries, and the Acquired AssetsCompany is not relying on any representation or warranty other than those expressly set forth in this Agreement. Parent and Xxxxxx Sub each agrees that, other than the representations and warranties expressly set forth in this Agreement, neither the Company nor any of its Subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Assumed Liabilities Merger, and Parent and Merger Sub are not relying on any representation or warranty other than those expressly set forth in this Agreement. In particular, without limiting the foregoing, none of the Company or any other Person makes or has made any representation or warranty to Parent, Merger Sub or any of their respective Affiliates or Representatives with respect to (a) any informationfinancial projection, statementsforecast, disclosuresestimate, documentsbudget or prospective information relating to the Company, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf any of Sellers their respective businesses unless any such information is expressly included in a representation or warranty of the Company to Parent or Merger Sub contained in this Agreement, or (b) any oral or, except for the representations and warranties made by the Company in Section 3, written information made available to Parent, Merger Sub or any of their respective Affiliates or Advisors, or (ii) any other statement relating to Representatives in the historical, current or future business, financial condition, results course of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects their evaluation of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information PresentationCompany, the Projections, any information, statements, disclosures, documents, projections, forecasts negotiation of this Agreement or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation course of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationAgreement.

No Other Representations or Warranties. Except for Other than the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Agreement, none of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Parent, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Merger Sub or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy Parent or completeness of Merger Sub makes any express or implied representation or warranty with respect to Parent or any Sellerof its Subsidiaries, and the Acquired AssetsCompany is not relying on any representation or warranty other than those expressly set forth in this Agreement. Parent and Merger Sub each agrees that, other than the representations and warranties expressly set forth in this Agreement, neither the Company nor any of its Subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Assumed Liabilities Merger, and Parent and Merger Sub are not relying on any representation or warranty other than those expressly set forth in this Agreement. In particular, without limiting the foregoing, none of the Company or any other Person makes or has made any representation or warranty to Parent, Merger Sub or any of their respective Affiliates or Representatives with respect to (a) any informationfinancial projection, statementsforecast, disclosuresestimate, documentsbudget or prospective information relating to the Company, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf any of Sellers their respective businesses (including SpinCo) unless any such information is expressly included in a representation or warranty of the Company to Parent or Merger Sub contained in this Agreement or any ancillary agreement or other document delivered in connection with this Agreement or the transactions contemplated hereby, or (b) any oral or, except for the representations and warranties made by the Company in SECTION 3 or any ancillary agreement or other document delivered in connection with this Agreement or the transactions contemplated hereby, written information made available to Parent, Merger Sub or any of their respective Affiliates or AdvisorsRepresentatives in the course of their evaluation of the Company, SpinCo, the SpinCo Assets or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, SpinCo Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects the negotiation of any Seller, this Agreement or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation course of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationAgreement.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained made by Parent and Merger Sub in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)IV, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller neither Parent nor Merger Sub nor any other Person on behalf of makes any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to Parent or any Sellerof its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the Acquired Assetsdelivery or disclosure to the Partnership or any of its Representatives of any documentation, forecasts or the Assumed Liabilities or other information with respect to any informationone or more of the foregoing, statementsand the Partnership acknowledges the foregoing. In particular, disclosuresand without limiting the generality of the foregoing, documentsexcept for the representations and warranties made by Parent and Merger Sub in this Article IV, projections, forecasts neither Parent nor Merger Sub nor any other Person makes or other material of has made any nature made available express or provided by any Person (including in any presentations implied representation or other materials prepared by Lazard) (warranty to the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Partnership or any of its Affiliates Representatives with respect to (a) any financial projection, forecast, estimate, budget or Advisors on behalf of Sellers prospect information relating to Parent or any of its Subsidiaries or their Affiliates respective businesses, (b) any judgment based on actuarial principles, practices or Advisorsanalyses by any Person or as to the future satisfaction or outcome of any assumption or otherwise concerning reserves for losses, loss adjustment expenses or uncollectible reinsurance or (iic) any other statement oral or written information presented to the Partnership or any of its Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or the course of the Transactions. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent and Merger Sub acknowledge and agree that neither the Partnership nor the General Partner, nor any Affiliate or Representative of either of them, has made or is making any representation or warranty relating to the historicalPartnership, current any of its Subsidiaries or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any SellerJoint Venture Entities, or the qualityGeneral Partner, quantity whatsoever, express or condition implied, beyond those expressly given by the Partnership and the General Partner in Article III or the Transfer Agreement, including any implied representation or warranty as to the accuracy or completeness of any Seller’s assetsinformation regarding the Partnership, its Subsidiaries and/or Joint Venture Entities furnished or made available to Parent or any of its Representatives and that neither Parent nor Merger Sub has relied on any such other representation or warranty not set forth in Article III or the Transfer Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge that, other than as set forth in Article III or the Transfer Agreement, no Seller nor any other Person will have representations or be subject warranties are made with respect to any Liability whatsoever projections, forecasts, estimates, budgets or other information that may have been made available to Buyer, or any other Person, resulting from the distribution to Buyer Parent or any of its Affiliates Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or Advisorsin any other form in expectation of, or Buyer’s in connection with, the Transactions or any of its Affiliates’ or Advisors’ use of or reliance on, the GP Transfer) and that neither Parent nor Merger Sub has relied on any such information, including other representation or warranty not set forth in Article III or the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationTransfer Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) 3, neither Seller nor any of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)its Affiliates or any of their respective stockholders, Buyer acknowledges and agreestrustees, on its own behalf and on behalf of the Buyer Groupmembers, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all fiduciaries or representatives, nor any other representations, warranties and statements Person has made or is making any other representation or warranty of any kind or nature expressed whatsoever, oral or written, express or implied, whether with respect to the Company, this Agreement, the Ancillary Agreements or the transactions contemplated hereby. Except for the representations and warranties contained in writtenthis Article 3, electronic or oral formSeller disclaims, and that no Seller nor any other Person on behalf of itself and its Affiliates, (a) any Seller makesother representations or warranties, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any express or implied representation or warranty with respect to any whether made by 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf 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, advice, statement or information made, communicated or furnished. Neither Seller, any of Sellers or 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 Buyer or its Affiliates or Advisorsany other Person regarding the probable success or profitability of the Company (whether before or after the Closing), including regarding the possibility or likelihood of any application, challenge, Proceeding or review, regulatory or otherwise, including any increase, decrease or plateau in the volume of product or service, or (ii) any other statement relating revenue derived therefrom, related to the historical, current or future Company’s business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any . Neither Seller, any of its Affiliates, any of their respective stockholders, trustees, members, fiduciaries or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller representatives nor any other Person will have or be subject to any Liability whatsoever liability or indemnification obligation to BuyerBuyer 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, resulting from or the distribution to use by Buyer or its Affiliates or any other Person, of any such information provided or made available to them by or on behalf of Seller, any of its Affiliates or Advisorsany of their respective stockholders, trustees, members, fiduciaries or Buyer’s representatives or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationother Person, including the Information Presentation, the Projections, any information, statementsdocuments, disclosures, documentsestimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of its Affiliates or Advisors any other Person in the Dataroom certain “data rooms,” confidential information memoranda or otherwise management presentations in expectation anticipation or contemplation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationAgreement.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)4, Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements Company or any of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller its Affiliates nor any other Person on behalf of any Seller makes, and Xxxxx of them is making or has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of made any express or implied representation or warranty warranties of any kind or nature whatsoever, including with respect to any Sellerthe Company, the Acquired Assets, Company Subsidiaries or the Assumed Liabilities their respective businesses or with respect to any informationother information provided, statementsor Made Available, disclosuresto Parent, documentsMerger Sub or their respective Representatives or Affiliates in connection with the Transactions, projectionsincluding the accuracy or completeness thereof and the Company hereby expressly disclaims any such other representations and warranties. The Company acknowledges and agrees that, forecasts except for the representations and warranties made by Parent and Merger Sub in this Agreement (as qualified by the applicable items disclosed in the Parent Disclosure Letter), none of Parent, Merger Sub or any other material of Person is making or has made any nature made available representations or provided by any Person (including in any presentations warranties, expressed or other materials prepared by Lazard) (the “Information Presentation”) implied, at law or in that certain datasite administered by Intralinks (the “Dataroom”) equity, with respect to or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Sub or any of their Affiliates or AdvisorsSubsidiaries, or (ii) any other statement relating to the historicaltheir businesses, current or future businessoperations, assets, liabilities, financial condition, results of operations, assetsfuture operating or financial results, Liabilitiesestimates, propertiesprojections, Contractsforecasts, environmental complianceplans or prospects (including the reasonableness of the assumptions underlying such estimates, employee mattersprojections, regulatory complianceforecasts, business risks and prospects plans or prospects) or the accuracy or completeness of any Sellerinformation regarding Parent, Merger Sub or the quality, quantity or condition any of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, their Subsidiaries or any other Person, resulting from matter furnished or provided to the distribution Company or Made Available to Buyer the Company or its Representatives in any of its Affiliates “data rooms,” “virtual data rooms,” management presentations or Advisorsin any other form in expectation of, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance onin connection with, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or the Transactions. The Company is not relying upon and specifically disclaims that it is relying upon or has relied upon any discussions with respect to such other representations or warranties that may have been made by any of the foregoing informationPerson, and acknowledges and agrees that Parent, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. Except for (a) Parent acknowledges that to its knowledge it and its representatives have received access to such books and records, facilities, equipment, contracts and other assets of the representations Company which it and warranties expressly contained in this Article V (as qualified by the Disclosure Schedules its representatives have desired or requested to review, and in accordance that it and its representatives have had full opportunity to meet with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf management of the Buyer GroupCompany and to discuss the business and assets of the Company. (b) Parent acknowledges that neither the Company nor any Person has made any representation or warranty, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed express or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) as to the accuracy or completeness of any express information regarding the Company furnished or implied representation made available to Parent and its representatives except as expressly set forth in this Agreement or warranty with respect any certificate, schedule, exhibit or document delivered pursuant hereto, and neither the Company nor any other Person shall be subject to any Seller, Liability to Parent or any other Person resulting from the Acquired AssetsCompany’s making available to Parent or Parent’s use of such information, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts documents or other material of any nature made available or to Parent in the due diligence materials provided by any Person (to Parent, including in any presentations or other materials prepared by Lazard) (the “Information Presentation”data room,” management presentations (formal or informal) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to form in connection with the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assetstransactions contemplated by this Agreement. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors except as otherwise expressly set forth in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions certificate, schedule, exhibit or document delivered pursuant hereto, the Company makes no representation or warranty to Parent with respect to any financial projections or forecast relating to the Company or any of the foregoing informationCompany’s Subsidiaries. (c) Parent is capable of evaluating the merits and risks of entering into this Agreement and performing the transaction contemplated hereby, and has the capacity to protect its own interests in connection with the transactions contemplated hereby. (d) Notwithstanding any provision to the contrary in this Agreement, nothing contained herein shall limit (i) subject to ARTICLE IX, the right of Parent or Merger Sub to rely upon any representations or warranties set forth in this Agreement or any certificate, schedule, exhibit or document delivered pursuant hereto or (ii) any claim based on fraud or fraudulent conduct.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V (as qualified IV, any certificate delivered by the Disclosure Schedules Company and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Voting Agreements, Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer GroupCompany, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements any of any kind its Affiliates or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of the Company or any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of its Affiliates makes any express or implied representation or warranty with respect to the Company or any Seller, the Acquired Assets, or the Assumed Liabilities of its Subsidiaries or with respect to any informationother information provided to Parent or Merger Subs or their Affiliates or Representatives in connection with this Agreement, statementsthe Mergers or the other transactions contemplated by this Agreement. The Company acknowledges and agrees that, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including except for the representations and warranties expressly set forth in Article V and in any presentations or other materials prepared certificates delivered by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Subs or any of their Affiliates or AdvisorsRepresentatives in connection with the transactions contemplated hereby, or (iia) any other statement relating to the historicalnone of Parent, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Merger Subs or any of its Affiliates or Advisorstheir respective Representatives makes, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance onhas made, any such informationrepresentations or warranties relating to Parent, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts Merger Subs or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom Parent’s business or otherwise in expectation connection with the Mergers, (b) the Company is not relying on any representation or warranty of the transactions contemplated by this Agreement Parent or Merger Subs, including any discussions 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 foregoing informationMergers, 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 the Company in this Agreement.

No Other Representations or Warranties. (a) Except for the express written representations and warranties expressly made by the Company contained in this Article V (as qualified IV and in any certificates delivered by the Disclosure Schedules and Company or any of its Representatives in accordance connection with the express terms and conditions Transactions (including limitations and exclusionsas contemplated by clause (iii)(5) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesAnnex A), Buyer acknowledges and agrees, on its own behalf and on behalf of neither the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any Representative or other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of Company makes any express or 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Company or any of its Affiliates or Advisors on behalf of Sellers or any of its or their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operationsrespective businesses, assets, Liabilities, propertiesfinancial condition or results of operations or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions, Contractsand the Company hereby disclaims any other representations or warranties, environmental complianceexpress or implied (including any implied warranty of merchantability or fitness for a particular purpose), employee matters, regulatory compliance, business risks and prospects as to the accuracy or completeness of any Seller, other information made (or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer made available) by itself or any of its Affiliates or AdvisorsRepresentatives with respect to, or Buyer’s in connection with, the negotiation, execution and delivery of this Agreement or the Transactions. (b) The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V, (i) neither Parent, Merger Sub nor any of its Affiliates’ their respective Representatives makes, or Advisors’ use of or reliance onhas made, any such informationrepresentations or warranties relating to itself or its business, including the Information Presentationassets, the ProjectionsLiabilities, any information, statements, disclosures, documents, projections, forecasts financial condition or other material made available to Buyer or any results of its Affiliates or Advisors in the Dataroom operations or otherwise in expectation connection with the Transactions, and the Company is not relying on any representation or warranty of the transactions contemplated by Parent or Merger Sub except for those expressly set forth in this Agreement and (ii) no Person has been authorized by Parent or Merger Sub to make any discussions representation or warranty relating to the Parent or Merger Sub or their business, assets, Liabilities, financial condition or results of operations or otherwise in connection with respect to any of the foregoing informationTransactions, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such party.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article V (as qualified made by the Disclosure Schedules and Company in accordance with Article III, neither the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person on behalf of person, including the Stockholder (except as provided in the Voting and Support Agreement, Registration Rights Agreement and Shareholder Agreement, if applicable), makes any Seller makesexpress or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Xxxxx the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person, including the Stockholder, makes or has not relied onmade any representation or warranty to Parent, is not relying on, and will not rely on Merger Sub or any of their respective affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the accuracy Company, any of its Subsidiaries or completeness their respective businesses, or (ii) except for the representations and warranties made by the Company in Article III, any oral or written information presented to Parent, Merger Sub or any of their respective affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. The Company acknowledges and agrees that none of Parent, Merger Sub or any other person has made or is making any express or implied representation or warranty other than those contained in Article IV. (b) Except for the representations and warranties made by Parent and Merger Sub in Article IV, none of Parent, Merger Sub nor any other person makes any express or implied representation or warranty with respect to any Sellerof Parent, the Acquired Assetsits Subsidiaries (including Merger Sub), or the Assumed Liabilities their respective businesses, operations, assets, liabilities, conditions (financial 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 Lazard) (the “Information Presentation”otherwise) or in that certain datasite administered by Intralinks (prospects, and each of Parent and Merger Sub hereby disclaims any such other representations or warranties. In particular, without limiting the “Dataroom”) or elsewhere to Buyer foregoing disclaimer, none of Parent, Merger Sub or any of its Affiliates other person makes or Advisors on behalf of Sellers has made any representation or warranty to the Company or the Stockholder or any of their Affiliates respective affiliates or AdvisorsRepresentatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Parent, Merger Sub, any of their respective Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by Parent and Merger Sub in Article IV, any other statement relating oral or written information presented to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, Company or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Stockholder or any of its Affiliates their respective affiliates or Advisors, or Buyer’s or any Representatives in the course of its Affiliates’ or Advisors’ use their due diligence investigation of or reliance on, any such information, including the Information PresentationParent, the Projections, any information, statements, disclosures, documents, projections, forecasts negotiation of this Agreement or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation course of the transactions contemplated by this Agreement hereby. Each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other person, including the Stockholder, has made or is making any discussions with respect to any of the foregoing informationexpress or implied representation or warranty other than those contained in Article III.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)IV, Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer GroupCompany, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Company Subsidiaries or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx makes or has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of made any express or implied representation or warranty with respect to any Seller, the Acquired Assets, Company or the Assumed Liabilities Company Subsidiaries or with respect to any informationother information provided to Parent or Merger Sub in connection with the Merger or the other transactions contemplated hereby, statementsand each of Parent and Merger Sub, 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of on its Affiliates or Advisors own behalf and on behalf of Sellers their respective Affiliates and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or its Subsidiaries or their respective Affiliates or Representatives or any of their Affiliates or Advisors, or (ii) any other statement relating to Person except for the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks representations and prospects of any Seller, or the quality, quantity or condition of any Seller’s assetswarranties expressly set forth in this Article IV. Without limiting the generality of the foregoing, no Seller nor 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 whatsoever liability or other obligation to BuyerParent, Merger Sub or any other Person, Person resulting from the distribution to Buyer Parent or any of its Merger Sub (including their respective Affiliates or Advisorsand Representatives), or BuyerParent’s or any of its Merger Sub’s (or such Affiliates’ or Advisors’ use Representatives’) use, of or reliance on, any such information, including with respect to (i) the Information Presentation, the Projections, Company or any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer Company Subsidiary or any of its Affiliates their respective businesses, assets, employees, permits, liabilities, operations, prospectus or Advisors in the Dataroom condition (financial or otherwise in expectation of the transactions contemplated by this Agreement otherwise) or (ii) any discussions 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 the Company and the Company Subsidiaries, as well as any other business plan and cost-related plan information of the Company and/or the Company Subsidiaries) made, communicated or furnished (orally or in writing) or to be made, communicated or furnished (orally or in writing) to Parent, Merger Sub or any of their respective Affiliates or Representatives, in each case, whether made by the foregoing informationCompany, the Company Subsidiaries or any of their respective Affiliates, Representatives or equity holders or any other Person.

No Other Representations or Warranties. Except Parent acknowledges and agrees that, except for the representations and warranties expressly contained set forth in this Article V Section 4 hereof and the Founders Ancillary Agreements, and except in the case of Intentional Fraud, (as qualified by the Disclosure Schedules and i) no Seller makes, nor has it made, any representation or warranty relating to itself or its business or otherwise in accordance connection with the express terms and conditions (including limitations and exclusions) of this Agreement) (, the “Express Representations”) (it being understood that Xxxxx relied only Unit Purchases or the other Transactions contemplated by this Agreement and Parent is not relying on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired any representation or warranty by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makesexcept for those expressly set forth in this Agreement and the Founders Ancillary Agreements to which Parent is a party, and Xxxxx (ii) no Person has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of been authorized by any express or implied Seller to make any representation or warranty relating to itself or its business or otherwise in connection with respect to this Agreement, and if made, such representation or warranty shall not be relied upon by Parent as having been authorized by such entity, and (iii) any Sellerestimate, the Acquired Assetsprojection, or the Assumed Liabilities or with respect to any prediction, data, financial information, statementsmemorandum, disclosures, documents, projections, forecasts presentation or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) information provided or elsewhere addressed to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Sub or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationRepresentatives, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts materials or other material information made available to Buyer Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or any include representations or warranties. Parent acknowledges that it has conducted, to its satisfaction, its own independent investigation of its Affiliates or Advisors the condition, operations and business of the Acquired Companies and, except in the Dataroom or otherwise case of Intentional Fraud, in expectation of making its determination to proceed with the transactions contemplated by this Agreement, including the Unit Purchases, Parent 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 discussions with respect materials or information made available to any Parent and/or its Representatives by or on behalf of the foregoing informationSellers.

No Other Representations or Warranties. Except (a) It is the explicit intent of each Party hereto that no Buyer is making any representation or warranty whatsoever, express or implied, except those representations and warranties expressly set forth in this Article VI. (b) Each Buyer hereby acknowledges and agrees that, (i) except for the representations and warranties expressly contained set forth in this Article V (as qualified by IV or Article V, neither any Seller, the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Company, Buyer acknowledges and agrees, on its own behalf and on behalf any of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Target Companies nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, made or is not relying on, and will not rely on (i) the accuracy or completeness of making any express or implied representation or warranty with respect to any Sellerof Sellers, 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information PresentationCompany, the Projectionsother Target Companies, any information, statements, disclosures, documents, projections, forecasts the Purchased Shares or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any the other Transaction Documents and the accuracy or completeness of the foregoing information, records, and data now, heretofore, or hereafter made available to Buyers in connection with this Agreement (including any description of the Target Companies, the Assets, revenue, price and expense assumptions, financial projections or forecasts, or any other information furnished to Buyers by Sellers or any Representative of Sellers (including the Target Companies) or any representative thereof) are hereby expressly disclaimed and (ii) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, each Buyer has relied solely upon its own investigation and the express representations and warranties of the Seller Parties in Article IV and Article V and no other representations and warranties of any Seller, the Company, the other Target Companies or any other Person or any other information provided by, for or on behalf of, any Seller, the Company, the other Target Companies or any other Person to Buyers in connection with the transactions contemplated by this Agreement.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained set forth in this Article V (as qualified by IV, neither the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person on behalf of any Seller the Company makes, or has made (and Xxxxx has not relied onthe Company, is not relying onon behalf of itself, each Company Subsidiary, and will not rely on (itheir respective Affiliates and Representatives, hereby disclaims) the accuracy or completeness of any express or implied representation or warranty with respect to the Company or any Seller, the Acquired Assets, or the Assumed Liabilities Company Subsidiary or with respect to any information, statements, disclosures, documents, projections, forecasts the accuracy or other material completeness of any nature information provided, or made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere available, to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Sub or any of their Affiliates or AdvisorsRepresentatives, or (ii) any other statement relating including with respect to the historical, current or future their business, financial condition, results of operations, assets, Liabilitiesliabilities, propertiesconditions (financial or otherwise), Contractsprospects or otherwise in connection with this Agreement, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, the Merger or the qualityother transactions contemplated by this Agreement, quantity and Parent and Merger Sub and their respective Representatives are not relying on any representation, warranty or condition other information of the Company or any Seller’s assetsPerson except for those expressly set forth in Article IV. Without limiting Except for the foregoingrepresentations and warranties set forth in Section 4.06(b), no Seller Section 4.06(c) and Section 4.06(d), neither the Company nor any Company Subsidiary or any other Person will have 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 with respect to, and neither the Company nor any of Company Subsidiary or any other Person shall be subject to any Liability whatsoever liability to BuyerParent, 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, any financial estimate, financial projection, financial prediction, financial data, financial information, or any memorandum, presentation or any other Personmaterials or information relating to the foregoing, resulting from including any materials or information made available to Parent and/or its Representatives in connection with presentations by the distribution Company’s management or information made available on any “data sites”. (b) Except for the representations and warranties contained in Article III or in any certificate delivered by Parent or Merger Sub to Buyer the Company, the Company acknowledges and agrees that (x) none of Parent, Parent’s Subsidiaries (including Merger Sub) or any other Person on behalf of Parent makes, or has made, any express or implied representation or warranty with respect to Parent or Merger Sub or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationtheir Subsidiaries, including the Information Presentationwith respect to their business, the Projectionsoperations, any informationassets, statementsliabilities, disclosuresconditions (financial or otherwise), documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom prospects or otherwise in expectation of connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and the Company is not relying on any representation, warranty or other information of any Person except for those expressly set forth in Article III and (y) no person has been authorized by Parent, Parent’s Subsidiaries (including Merger Sub) or any discussions other Person on behalf of Parent to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement and the Merger, and if made, such representation or warranty shall not be relied upon by the Company as having been authorized by such entity. (c) Nothing in this Section 4.21 shall be deemed to preclude the Company or any Company Subsidiary from using information provided (or omitted to be provided) to the Company by Parent or Merger Sub for purposes of making any claim of Fraud with respect to any breach of the foregoing informationrepresentations and warranties contained in Article III.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article V (as qualified made by the Disclosure Schedules and Company in accordance with Article III, neither the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person on behalf of person, makes any Seller makesexpress or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Xxxxx the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other person, makes or has not relied onmade to Parent, Merger Sub or any of their respective affiliates or Representatives, and Parent hereby confirms and agrees that neither Parent, Merger Sub or any of their respective affiliates is not relying on, and will not rely on any representation or warranty with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the accuracy Company, any of its Subsidiaries or completeness their respective businesses, or (ii) except for the representations and warranties made by the Company in Article III, any oral or written information presented to Parent, Merger Sub or any of their respective affiliates or Representatives, including during the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. The Company acknowledges and agrees that none of Parent, Merger Sub or any other person has made or is making any express or implied representation or warranty other than those contained in Article IV. (b) Except for the representations and warranties made by Parent and Merger Sub in Article IV, none of Parent, Merger Sub nor any other person makes any express or implied representation or warranty with respect to any Sellerof Parent, the Acquired Assetsits Subsidiaries (including Merger Sub), or the Assumed Liabilities their respective businesses, operations, assets, liabilities, conditions (financial 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 Lazard) (the “Information Presentation”otherwise) or in that certain datasite administered by Intralinks (prospects, and each of Parent and Merger Sub hereby disclaims any such other representations or warranties. In particular, without limiting the “Dataroom”) foregoing disclaimer, none of Parent, Merger Sub or elsewhere any other person makes or has made to Buyer the Company or any of its Affiliates affiliates or Advisors on behalf Representatives, and the Company hereby confirms and agrees that neither the Company nor any of Sellers its affiliates is relying on, any representation or warranty with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Parent, Merger Sub, any of their Affiliates respective Subsidiaries or Advisorstheir respective businesses, or (ii) except for the representations and warranties made by Parent and Merger Sub in Article IV, any other statement relating oral or written information presented to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Company or any of its Affiliates affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationRepresentatives, including during the Information Presentationcourse of their due diligence investigation of Parent, the Projections, any information, statements, disclosures, documents, projections, forecasts negotiation of this Agreement or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation course of the transactions contemplated by this Agreement hereby. Each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other person has made or is making any discussions with respect to any of the foregoing informationexpress or implied representation or warranty other than those contained in Article III.

No Other Representations or Warranties. Except for Each Buyer acknowledges that it has conducted to its satisfaction an independent investigation and verification of the Sold Assets and Assumed Liabilities and, in making its determination to proceed with the transactions contemplated by this Agreement, such Buyer has relied solely on (a) the results of its own independent investigation and verification and (b) the representations and warranties of Ferro expressly contained and specifically set forth in this Article V (V, as qualified modified by the Disclosure Schedules attached hereto, and has not relied on anything else. The representations and warranties of Ferro in accordance Article V, as modified by the Schedules, constitute the sole and exclusive representations and warranties of Ferro to Buyers in connection with the express terms transactions contemplated hereby. Each Buyer understands, acknowledges and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood agrees that Xxxxx relied only on such express all other representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on implied (i) including as to the accuracy or completeness of any express or implied representation or warranty with respect of the information provided to any Seller, Buyers in the Acquired Assetsdue diligence process, 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement information relating to the historical, current future or future business, historical financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of the Sold Assets or relating to any Seller’s assetsother information provided to Buyers) are specifically disclaimed by Sellers, and Buyers and their respective Affiliates, and their respective officers, directors, partners, members, employees, agents, representatives, successors and permitted assigns have not and will not rely on any such information, or other representations and warranties and such information and such other representations and warranties will not (except as otherwise expressly represented and warranted to in Article V of this Agreement) form the basis of any claim against Sellers of any of their respective Affiliates or representatives with respect thereto or with respect to any related matter. Without limiting Neither of the foregoing, no Seller Sellers nor any other Person will have or be subject to any Liability whatsoever liability to Buyer, Buyers or any other Person, Person resulting from the distribution to Buyer or any of its Affiliates or AdvisorsBuyers, or Buyer’s or any of its Affiliates’ or AdvisorsBuyers’ use of or reliance on, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer Buyers or any of its Affiliates their representatives through the Data Room, offering memoranda or Advisors in the Dataroom management presentations or otherwise in expectation of the transactions contemplated by this Agreement Agreement. NEITHER SELLER MAKES OR PROVIDES, AND EACH BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE SOLD ASSETS OR ANY PART THEREOF, IN EACH CASE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. With respect to any projection or forecast delivered by or on behalf of Sellers to Buyers, each Buyer acknowledges that (w) there are uncertainties inherent in attempting to make such projections and other forecasts and plans, and that such Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts, (x) the accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projections and forecasts, (y) it is familiar with each of the foregoing and (z) neither Seller is making any discussions representation or warranty with respect to any such projections or forecasts, including the reasonableness of the foregoing informationassumptions underlying such projections or forecasts.

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by Parent and Merger Sub in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)IV, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller neither Parent nor any other Person on behalf of makes any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to Parent or any Sellerof its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the Acquired Assetsdelivery or disclosure to the Company and Flagstone Bermuda or any of their respective Representatives of any documentation, forecasts or the Assumed Liabilities or other information with respect to any informationone or more of the foregoing (except as and to the extent expressly incorporated or referred to in the representations and warranties set forth in this Article IV), statementsand each of the Company and Flagstone Bermuda acknowledge the foregoing. In particular, disclosuresand without limiting the generality of the foregoing, documentsneither Parent nor any other Person makes or has made any express or implied representation or warranty to the Company, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Flagstone Bermuda or any of their Affiliates respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or Advisorsprospect information relating to Parent, any of its Subsidiaries or their respective businesses, (b) any judgment based on actuarial principles, practices or analyses by any Person or as to the future satisfaction or outcome of any assumption or otherwise concerning reserves for losses, loss adjustment expenses or uncollectible reinsurance or (iic) except for the representations and warranties made by Parent and Merger Sub in this Article IV and the documents and other information expressly incorporated or referenced herein and any other statement relating certificates given pursuant hereto, any oral or written information presented to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks Company and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Flagstone Bermuda or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors their respective Representatives in the Dataroom or otherwise in expectation course of the transactions contemplated by negotiation of this Agreement or any discussions with respect to any the course of the foregoing informationTransactions.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article V (as qualified by ARTICLE 4, neither the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person makes, and the Company disclaims, any other representations or warranties (whether express or implied) on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on Company Affiliate in connection with this Agreement or the Transactions. The Company disclaims all liability or responsibility for any other statement or information made or communicated (iorally or in writing) the accuracy or completeness of any express or implied representation or warranty with respect to any SellerMerger Sub, the Acquired AssetsParent, 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisorsany stockholder, officer, director, employee, representative, consultant, attorney, agent, lender, or other advisor of Merger Sub, the Parent or their Affiliates (ii) including any opinion, information, or advice that might have been provided to any such person by any representative of the Company or any other statement relating to Person or contained in the historicalfiles or records of the Company), current wherever and however made, including any projections, forecasts, or other estimates, plans or budgets of future businessrevenues, financial conditionexpenses or expenditures, and results of operations. (b) Except for the representations and warranties contained in ARTICLE 5, assetsneither the Parent, LiabilitiesMerger Sub, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will makes, and the Parent and Merger Sub disclaims, any other representations or warranties (whether express or implied) on behalf of any Parent Affiliate in connection with this Agreement or the Transactions. The Parent and Merger Sub disclaims all liability or responsibility for any other statement or information made or communicated (orally or in writing) to the Company, any Company Affiliate, or any stockholder, officer, director, employee, representative, consultant, attorney, agent, lender, or other advisor of the Company or any Company Affiliate (including any opinion, information, or advice that might have or be subject been provided to any Liability whatsoever to Buyersuch person by any representative of the Parent, Merger Sub, or any other PersonPerson or contained in the files or records of the Parent or Merger Sub), resulting from the distribution to Buyer or wherever and however made, including any of its Affiliates or Advisorsprojections, forecasts, or Buyer’s other estimates, plans or any budgets of its Affiliates’ future revenues, expenses or Advisors’ use expenditures, and results of or reliance on, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationoperations.

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by the Company and Flagstone Bermuda in this Article V (as qualified by III, neither the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person on behalf of makes any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to the Company or any Sellerof its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the Acquired Assetsdelivery or disclosure to Parent, Merger Sub or the Assumed Liabilities any of their respective Representatives of any documentation, forecasts or other information with respect to any informationone or more of the foregoing (except as and to the extent expressly incorporated or referred to in the representations and warranties set forth in this Article III), statementsand each of Parent and Merger Sub acknowledge the foregoing. In particular, disclosuresand without limiting the generality of the foregoing, documentsneither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Merger Sub or any of their Affiliates or Advisors, or respective Representatives with respect to (iia) any other statement financial projection, forecast, estimate, budget or prospect information relating to the historicalCompany, current any of its Subsidiaries or their respective businesses, (b) any judgment based on actuarial principles, practices or analyses by any Person or as to the future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects satisfaction or outcome of any Sellerassumption or otherwise concerning reserves for losses, loss adjustment expenses or uncollectible reinsurance or (c) except for the qualityrepresentations and warranties made by the Company and Flagstone Bermuda in this Article III and the documents and other information expressly incorporated or referenced therein and any certificates given pursuant hereto, quantity any oral or condition of any Seller’s assets. Without limiting the foregoingwritten information presented to Parent, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Merger Sub or any of its Affiliates or Advisors, or Buyer’s or any their respective Representatives in the course of its Affiliates’ or Advisors’ use their due diligence investigation of or reliance on, any such information, including the Information PresentationCompany, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any negotiation of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any the course of the foregoing informationTransactions.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by II or in the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Ancillary Agreements, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller neither Sellers nor any other Person on behalf of any Seller makesSellers has made or shall be deemed to have made, and Xxxxx has not relied onSellers hereby expressly disclaim and negate, is not relying onany other express or implied representation or warranty whatsoever (whether at Law (including at common law or by statute) or in equity) with respect to Sellers or the Acquired Companies or any matter relating to any of them, and will not rely on (i) including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Purchaser or any of its Representatives by or on behalf of Sellers, and any such representations or warranties are expressly disclaimed. Each Seller acknowledges and agrees that, except for the representations and warranties contained in Article III or in the Ancillary Agreements, neither Purchaser nor any other Person on behalf of Purchaser has made or makes, and such Seller has not relied upon, any representation or warranty, whether express or implied representation or warranty implied, with respect to Purchaser or its Affiliates or any Sellermatter relating to any of them, the Acquired Assetsincluding their respective businesses, affairs, assets, liabilities, financial condition or the Assumed Liabilities results of operations, or with respect to any information, statements, disclosures, documents, projections, forecasts the accuracy or other material completeness of any nature other information made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer such Seller or any of its Affiliates Representatives by or Advisors on behalf of Sellers or any of their Affiliates or AdvisorsPurchaser, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, that any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts representations or other material made available to Buyer warranties and rights or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationclaims relating thereto are expressly disclaimed.

No Other Representations or Warranties. (a) Buyer acknowledges and agrees that Seller and the Company have relied on the representations and warranties set forth in this Article IV in making the decision to enter into this Agreement. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules IV and in accordance the Transaction Documents, none of Buyer, any of its Affiliates or any other Person makes (and Buyer, on behalf of itself and its Affiliates, hereby disclaims) any other express or implied representation or warranty with respect to the express terms and Transactions, Buyer or any of its respective Affiliates or to any of their respective businesses, operations, assets, Liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions (including limitations 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 exclusionsfitness for a particular purpose). (b) Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III of this Agreement) (, in the “Express Representations”) (it being understood that Xxxxx relied only on such express representations Company Disclosure Letter and warranties)in the Transaction Documents, Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer GroupCompany, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Seller or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of made any express or implied representation or warranty with respect to any the Transactions, to 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Company or any of their respective Subsidiaries or their respective Affiliates or Advisorsto any of their respective businesses, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and conditions (financial or otherwise) or prospects of any Seller, in connection with this Agreement or the quality, quantity or condition Transactions (including any implied warranties that may otherwise be applicable because of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, provisions of the Uniform Commercial Code or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationapplicable Law, including the Information Presentationwarranties of merchantability and fitness for a particular purpose) and Buyer has not relied on any representation or warranty other than those expressly set forth in Article III of this Agreement, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise Company Disclosure Letter and in expectation the Transaction Documents; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of the transactions contemplated by this Agreement or any discussions Section 4.13(b), nothing in this Section 4.13(b) shall limit Buyer’s remedies with respect to claims of Fraud in connection with, arising out of or otherwise related to the express written representations and warranties made by Seller or the Company in this Agreement and in any of the foregoing informationTransaction Document.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article V (as qualified by IV, the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood Parent Parties acknowledge that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller neither Partnership Party nor any other Person on behalf of the Partnership Parties, including any Seller makesAffiliate of either Partnership Party, and Xxxxx makes or has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of made any other express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities Partnership Entities or with respect to any information, statements, disclosures, documents, projections, forecasts other information provided to the Parent Parties or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or AdvisorsRepresentatives in connection with the Merger, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, this Agreement or the quality, quantity or condition of any Seller’s assetsother transactions contemplated hereby. Without limiting the generality of the foregoing, no Seller except to the extent required otherwise by applicable Law, neither Partnership Party nor any other Person will have or be subject to to, and each Partnership Party expressly disclaims, any Liability whatsoever or other obligation to Buyer, a Parent Party or any other Person, Person resulting from the distribution or communication to Buyer or any of its a Parent Party (including their respective Affiliates or AdvisorsRepresentatives) of, or Buyera Parent Party’s (or any of its such Affiliates’ or Advisors’ Representatives’) use of or reliance onof, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material materials made available available, distributed or communicated (orally or in writing) to Buyer a Parent Party or its Affiliates or Representatives in expectation of the Merger, unless any such information is the subject of an express representation or warranty set forth in this Article IV. The Partnership Parties acknowledge and agree that, except for the representations and warranties contained in Article V, the Partnership Parties have not relied on, and none of the Parent Parties or any of its their respective Affiliates or Advisors in Representatives has made, any representation, warranty or statement, including as to the Dataroom accuracy or otherwise in expectation completeness thereof, either express or implied, whether written or oral, concerning the Parent Parties 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 any discussions otherwise with respect to information provided by or on behalf of the Parent Parties or any of the foregoing informationtheir respective Affiliates or Representatives.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained set forth in this Article V (as qualified by IV or any certificate delivered hereunder, neither the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person on behalf of any Seller the Company makes, or has made (and Xxxxx has not relied onthe Company, is 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 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 the Acquiring Parties, 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 the Acquiring Parties and Merger Sub and their respective Representatives and Affiliates are not relying on, and will not rely 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 or any certificate delivered hereunder. Except for the representations and warranties expressly 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 with respect to, 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 Acquiring Parties and/or their Representatives or Affiliates in connection with presentations by the Company’s management or information made available on any electronic data room for “Project Hercules II” 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 Datasite under the title Hercules II (collectively, the “VDR”). (b) Except for the representations and warranties contained in Article V or any certificate delivered hereunder, the Company acknowledges and agrees that (i) none of the accuracy Acquiring Parties, their respective Subsidiaries (including Merger Sub) or completeness any other Person on behalf of any of the Acquiring Parties makes, or has made, any express or implied representation or warranty with respect to any Sellerof the Acquiring Parties or Merger Sub, the Acquired Assets, or the Assumed Liabilities or including 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilitiesliabilities, propertiesconditions (financial or otherwise), Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and the Company is not relying on any representation, warranty or other information of any Person except for those expressly set forth herein and (ii) no Person has been authorized by any of the Acquiring Parties, their respective Subsidiaries (including Merger Sub) or any discussions with respect other Person on behalf of any of the Acquiring Parties to make any representation or warranty relating to any of the foregoing informationAcquiring Parties or Merger Sub or their respective business or otherwise in connection with this Agreement and Merger, and if made, such representation or warranty shall not be relied upon by the Company as having been authorized by either such entity.

No Other Representations or Warranties. (i) Each of the Buyer Parties agrees that, except for the representations and warranties made by the MLP Parties that are expressly set forth in Article IV and in any certificate provided pursuant to Section 7.2(e), neither the MLP Parties nor any other Person has made and shall not be deemed to have made any representation or warranty of any kind. Except for the representations and warranties expressly contained in this Article V (as qualified made by the Disclosure Schedules MLP Parties that are expressly set forth in Article IV and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesany certificate provided pursuant to Section 7.2(e), Buyer acknowledges and agreeswithout limiting the generality of the foregoing, on its own behalf and on behalf each of the Buyer GroupParties agrees that none of the MLP Parties, that any holder of MLP’s securities or any of the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representationsMLP Parties’ respective Affiliates or Representatives, warranties and statements of makes or has made any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any express or implied representation or warranty to the Buyer Parties or any of their Representatives or Affiliates with respect to to: (A) any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any nature made available component thereof), future cash flows (or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”component thereof) or in that certain datasite administered by Intralinks future financial condition (the “Dataroom”or any component thereof) or elsewhere to Buyer of MLP or any of its the MLP Subsidiaries or the future business, operations or affairs of MLP or any of the MLP Subsidiaries heretofore or hereafter delivered to or made available to the Buyer Parties or their respective Representatives or Affiliates; or (B) any other information, statement or documents heretofore or hereafter delivered to or made available to the Buyer Parties or their respective Representatives or Affiliates. (ii) Each of the MLP Parties agrees that, except for the representations and warranties made by the Buyer Parties that are expressly set forth in Article V and in any certificate provided pursuant to Section 7.3(e), neither the Buyer Parties nor any other Person has made and shall not be deemed to have made any representation or warranty of any kind. Except for the representations and warranties made by the Buyer Parties that are expressly set forth in Article V and in any certificate provided pursuant to Section 7.3(e), without limiting the generality of the foregoing, each of the MLP Parties agrees that none of the Buyer Parties, any holder of Buyer’s securities or any of the Buyer Parties’ respective Affiliates or Advisors on behalf of Sellers Representatives, makes or has made any representation or warranty to the MLP Parties or any of their Representatives or Affiliates or Advisors, or with respect to: (iiA) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to 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 Buyer or any of its Affiliates the Buyer Subsidiaries or Advisors in the Dataroom future business, operations or otherwise in expectation affairs of the transactions contemplated by this Agreement Buyer or any discussions with respect to any of the foregoing Buyer Subsidiaries heretofore or hereafter delivered to or made available to the MLP Parties or their respective Representatives or Affiliates; or (B) any other information, statement or documents heretofore or hereafter delivered to or made available to the MLP Parties or their respective Representatives or Affiliates.

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by the Company in this Article V (as qualified by the Disclosure Schedules and III or in accordance with the express terms and conditions (including limitations and exclusions) of any certificate delivered pursuant to this Agreement) , Parent and Merger Sub (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf each for itself and on behalf of its Affiliates and Representatives) acknowledge that neither the Buyer GroupCompany nor any of its Subsidiaries, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makesPerson, have made or is making, and Xxxxx has each of Parent, Merger Sub and their Affiliates and respective Representatives have not relied on, is on and are not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to the Company or any Sellerof its Subsidiaries or their respective businesses, the Acquired Assetsoperations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or the Assumed Liabilities or with respect to any information, statements, disclosures, documentsestimates, projections, forecasts and other forward-looking information or other material of any nature made available business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere disclosure to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Sub or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects respective Representatives of any Sellerdocumentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the qualityforegoing or any oral, quantity written, video, electronic or condition 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 Seller’s assets. Without limiting certificate delivered pursuant to this Agreement, Parent and Merger Sub (each for itself and on behalf of its Affiliates and Representatives) acknowledge that neither the foregoingCompany nor any of its Subsidiaries, no Seller nor any other Person Person, will have or be subject to any Liability whatsoever liability or indemnification obligation to BuyerParent, Merger Sub or any of their Affiliates or respective Representatives resulting from the delivery, dissemination or any other Person, resulting from the distribution to Buyer Parent, Merger Sub or any of its their Affiliates or Advisorsrespective Representatives (in any form whatsoever and through any medium whatsoever), or Buyer’s the use by Parent, Merger Sub or any of its Affiliates’ their Affiliates or Advisors’ use respective Representatives, of or reliance on, any such information, including the Information Presentation, the Projections, any information, statementsdocuments, disclosures, documentsestimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Buyer Parent, Merger Sub or any of its their Affiliates or Advisors 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 Parent or Merger Sub or any of their Affiliates or respective Representatives with respect to (x) any financial projection, forecast, estimate, budget or prospect information relating to 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 any of their Affiliates or respective Representatives in the Dataroom or otherwise in expectation course of their due diligence investigation of the transactions contemplated by Company, the negotiation of this Agreement or any discussions with respect to any the course of the foregoing informationTransactions.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article V (as qualified by IV and the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express corresponding representations and warrantieswarranties set forth in Parent’s officers’ certificate to be delivered pursuant to Section 6.3(c), Buyer each Company Party acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Parent Party nor any other Person on behalf of a Parent Party makes any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to Parent or any Sellerof its Subsidiaries or their respective businesses, the Acquired Assetsoperations, assets, liabilities or the Assumed Liabilities conditions (financial or otherwise) with respect to any informationother information provided to the Company Parties in connection with this Agreement or the Transactions, statementsand the Parent Parties hereby disclaim any such other representations or warranties. In particular, disclosureswithout limiting the foregoing disclaimer, documentsno Parent Party nor any other Person on behalf of Parent makes or has made any representation or warranty, projectionsexcept 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 be delivered pursuant to Section 6.3(c), forecasts to any Company Party or other material any of their respective Affiliates or Representatives with respect to (i) any nature made available financial projection, forecast, estimate, budget or provided by prospect information relating to any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Parent Party or any of its Affiliates Subsidiaries or Advisors on behalf of Sellers or any of their Affiliates or Advisors, its businesses; or (ii) any other statement relating oral or written information presented to any Company Party or its Affiliates or Representatives in the historicalcourse of their due diligence investigation of Parent, current the negotiation of this Agreement or future business, financial condition, results in the course of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assetsTransactions. Without limiting the foregoing, no Seller No Parent Party nor any other Person will have or be subject to any Liability whatsoever liability to Buyer, any Company Party or any other Person, Person resulting from the distribution to Buyer any Company Party, or any of its Affiliates or Advisors, or BuyerCompany Party’s or any of its Affiliates’ or Advisors’ use of or reliance onof, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer 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). (b) Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that no Company Party nor any other Person on behalf of the Company has made or is making any representations or warranties relating to any Company Party or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company Parties in Article III, including any implied representation or warranty as to the accuracy or completeness of any information regarding any Company Party furnished or made available to the Parent Parties or any of its Affiliates their respective Representatives, and that the Parent Parties have not relied on any such other representation or Advisors warranty not set forth in this Agreement. Without limiting the Dataroom or otherwise in expectation generality of the transactions contemplated by foregoing, the Parent Parties acknowledge that, except for the representations and warranties contained in this Agreement 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 representations or any discussions warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to the Parent Parties or any of their respective Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the foregoing informationTransactions).

No Other Representations or Warranties. (a) Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that 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 expressly contained set forth in this Article V (as qualified III and the certificate delivered by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesCompany pursuant to Section 6.02(a), Buyer acknowledges Parent and agreesMerger Sub hereby agree and acknowledge that (i) neither the Company nor any of its Subsidiaries, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makesPerson, has made or is making, and Xxxxx has not relied on, is Parent and Merger Sub are not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to the Company or any Sellerof its Subsidiaries or their respective businesses, the Acquired Assetsoperations, assets, liabilities, condition (financial or the Assumed Liabilities otherwise) or prospects, including with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature information made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Sub or any of their respective Representatives or Affiliates or Advisorsany information developed by Parent, Merger Sub or any of their respective Representatives or Affiliates based thereon and (ii) neither the Company nor any other statement relating to the historicalof its Subsidiaries, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person Person, will have or be subject to any Liability whatsoever liability to BuyerParent or Merger Sub resulting from the delivery, dissemination or any other Person, resulting from the distribution to Buyer Parent, Merger Sub or any of their respective Representatives or Affiliates, or the use by Parent, Merger Sub or any of their respective Representatives or Affiliates, of any information made available to Parent, Merger Sub or any of their respective Representatives or Affiliates, including in any “data rooms” or management presentations, in anticipation or contemplation of 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 certificate delivered by the Company pursuant to Section 6.02(a). (b) Except for the representations and warranties expressly made by Xxxxxx and Merger Sub in this Article IV and the certificate delivered by Xxxxxx and Merger Sub pursuant to Section 6.03(a), neither Parent, Merger Sub nor any other Person makes any other express or implied representation or warranty with respect to Parent or Merger Sub or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Company or any of its Affiliates or Advisors, or Buyer’s or Representatives of 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, projectionsdocumentation, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions information with respect to any one or more of the foregoing informationforegoing, and the Company acknowledges the foregoing.

No Other Representations or Warranties. Except Parent and Merger Sub acknowledge and agree that except for the representations and warranties expressly contained in this Article V (as qualified by III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Shares, Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer GroupCompany, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements any of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assetsits Subsidiaries, or any stockholder or Representative of 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Company or any of its Affiliates Subsidiaries makes or Advisors on behalf of Sellers has made any representation or warranty, either express or implied, concerning the Company or its Subsidiaries or any of their Affiliates respective assets or Advisors, properties or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the foregoing informationCompany or its Affiliates, Subsidiaries, stockholders or Representatives shall have any liability to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives in connection with the Merger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, as of the date 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. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)ARTICLE 4, Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements Company or any of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller its Affiliates nor any other Person on behalf of any Seller makes, and Xxxxx of them is making or has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of made any express or implied representation or warranty of any kind or nature whatsoever, including with respect to any Seller, the Acquired Assets, or the Assumed Liabilities Company or with respect to any informationother information provided, statementsor Made Available, disclosuresto Parent, documentsMerger Sub or their respective Representatives or Affiliates in connection with the Transactions, projectionsincluding the accuracy or completeness thereof, forecasts and the Company hereby expressly disclaims any such other representations and warranties. The Company acknowledges and agrees that, except for the representations and warranties made by Parent and Merger Sub in this Agreement (as qualified by the applicable items disclosed in the Parent Disclosure Schedules), none of Parent, Merger Sub or any other material of Person is making or has made any nature made available representations or provided by any Person (including in any presentations warranty, expressed or other materials prepared by Lazard) (the “Information Presentation”) implied, at law or in that certain datasite administered by Intralinks (the “Dataroom”) equity, with respect to or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Sub or any of their Affiliates or AdvisorsSubsidiaries, or (ii) any other statement relating to the historicaltheir businesses, current or future businessoperations, assets, liabilities, financial condition, results of operations, assetsfuture operating or financial results, Liabilitiesestimates, propertiesprojections, Contractsforecasts, environmental complianceplans or prospects (including the reasonableness of the assumptions underlying such estimates, employee mattersprojections, regulatory complianceforecasts, business risks and prospects plans or prospects) or the accuracy or completeness of any Sellerinformation regarding Parent, Merger Sub or the quality, quantity or condition any of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, their Subsidiaries or any other Person, resulting from matter furnished or provided to the distribution to Buyer Company or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer the Company or its Representatives in any of its Affiliates “data rooms,” “virtual data rooms,” management presentations or Advisors in the Dataroom or otherwise any other form in expectation of the transactions contemplated by of, or in connection with, this Agreement or the Transactions. The Company is not relying upon and specifically disclaims that it is relying upon or has relied upon any discussions with respect to such other representations or warranties that may have been made by any of the foregoing informationPerson, and acknowledges and agrees that Parent, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and 4 or in accordance any other agreement or certificate delivered in connection with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Transactions, Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements Company or any of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller its Affiliates nor any other Person on behalf of any Seller makes, and Xxxxx of them is making or has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of made any express or implied representation or warranty warranties of any kind or nature whatsoever, including with respect to any Sellerthe Company, the Acquired Assets, Company Subsidiaries or the Assumed Liabilities their respective businesses or with respect to any informationother information provided, statementsor Made Available, disclosuresto Parent, documentsMerger Sub or their respective Representatives in connection with the Transactions, projectionsincluding the accuracy or completeness thereof and the Company hereby expressly disclaims any such other representations and warranties. The Company acknowledges and agrees that, forecasts or other material of any nature except for the representations and warranties made available or provided by any Person Parent and Merger Sub in Article 5 (including as qualified by the applicable items disclosed in any presentations or other materials prepared by Lazard) (the “Information Presentation”Parent Disclosure Letter) or in that certain datasite administered by Intralinks (any other agreement or certificate delivered in connection with the “Dataroom”) or elsewhere to Buyer Transactions, none of Parent, Merger Sub or any of its Affiliates other Person is making or Advisors has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of Sellers Parent, Merger Sub or any of their Affiliates or AdvisorsSubsidiaries, or (ii) any other statement relating to the historicaltheir businesses, current or future businessoperations, assets, liabilities, financial condition, results of operations, assetsfuture operating or financial results, Liabilitiesestimates, propertiesprojections, Contractsforecasts, environmental complianceplans or prospects (including the reasonableness of the assumptions underlying such estimates, employee mattersprojections, regulatory complianceforecasts, business risks and prospects plans or prospects) or the accuracy or completeness of any Sellerinformation regarding Parent, Merger Sub or the quality, quantity or condition any of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, their Subsidiaries or any other Person, resulting from matter furnished or provided to the distribution Company or Made Available to Buyer the Company or its Representatives in any of its Affiliates “data rooms,” “virtual data rooms,” management presentations or Advisorsin any other form in expectation of, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance onin connection with, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or the Transactions. The Company is not relying upon and specifically disclaims that it is relying upon or has relied upon any discussions with respect to such other representations or warranties that may have been made by any of the foregoing informationPerson, and acknowledges and agrees that Parent, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) 5, none of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Parent, Buyer acknowledges and agrees, on Merger Sub or any of its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Affiliates nor any other Person on behalf of any Seller makes, and Xxxxx of them makes or has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of made any express or implied representation or warranty with respect to any SellerParent, the Acquired Assets, its Subsidiaries or the Assumed Liabilities their respective businesses or with respect to any informationother information provided, statementsor made available, disclosuresto the Company, documentsits Subsidiaries or their respective Representatives or Affiliates in connection with the Transactions, projectionsincluding the accuracy or completeness thereof. Parent and Merger Sub acknowledge and agree that, forecasts 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 other material of has made any nature made available representations or provided by any Person (including in any presentations warranty, expressed or other materials prepared by Lazard) (the “Information Presentation”) implied, at law or in that certain datasite administered by Intralinks (equity, with respect with respect to or on behalf of the “Dataroom”) or elsewhere to Buyer Company or any of its Affiliates or Advisors on behalf of Sellers or any of Subsidiaries, their Affiliates or Advisorsbusinesses, or (ii) any other statement relating to the historicaloperations, current or future businessassets, liabilities, financial condition, results of operations, assetsfuture operating or financial results, Liabilitiesestimates, propertiesprojections, Contractsforecasts, environmental complianceplans or prospects (including the reasonableness of the assumptions underlying such estimates, employee mattersprojections, regulatory complianceforecasts, business risks and prospects plans or prospects) or the accuracy or completeness of any Seller, or information regarding the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Company or any of its Affiliates or Advisors, or Buyer’s Subsidiaries or any of its Affiliates’ other matter furnished or Advisors’ use of provided to Parent or reliance on, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts Merger Sub or other material made available to Buyer Parent, Merger Sub or their Representatives in any of its Affiliates “data rooms,” “virtual data rooms,” management presentations or Advisors in the Dataroom or otherwise any other form in expectation of the transactions contemplated by of, or in connection with, this Agreement or the Transactions. Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any discussions with respect to such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the foregoing informationCompany and its Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding the Company and its Subsidiaries’ businesses with the management of the Company.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)4, Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements Company or any of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller its Affiliates nor any other Person on behalf of any Seller makes, and Xxxxx of them makes or has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of made any express or implied representation or warranty with respect to any Sellerthe Company, the Acquired Assets, its Subsidiaries or the Assumed Liabilities their respective businesses or with respect to any informationother information provided, statementsor Made Available, disclosuresto Parent, documentsMerger Sub or their respective Representatives or Affiliates in connection with the Transactions, projectionsincluding the accuracy or completeness thereof. The Company acknowledges and agrees that, forecasts except for the representations and warranties made by Parent and Merger Sub in Article 5, none of Parent, Merger Sub or any other material of Person is making or has made any nature made available representations or provided by any Person (including in any presentations warranty, expressed or other materials prepared by Lazard) (the “Information Presentation”) implied, at law or in that certain datasite administered by Intralinks (the “Dataroom”) equity, with respect to or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Sub or any of their Affiliates or AdvisorsSubsidiaries, or (ii) any other statement relating to the historicaltheir businesses, current or future businessoperations, assets, liabilities, financial condition, results of operations, assetsfuture operating or financial results, Liabilitiesestimates, propertiesprojections, Contractsforecasts, environmental complianceplans or prospects (including the reasonableness of the assumptions underlying such estimates, employee mattersprojections, regulatory complianceforecasts, business risks and prospects plans or prospects) or the accuracy or completeness of any Sellerinformation regarding Parent, Merger Sub or the quality, quantity or condition any of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, their Subsidiaries or any other Person, resulting from matter furnished or provided to the distribution to Buyer Company or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer the Company or its Representatives in any of its Affiliates “data rooms,” “virtual data rooms,” management presentations or Advisors in the Dataroom or otherwise any other form in expectation of the transactions contemplated by of, or in connection with, this Agreement or the Transactions. The Company is not relying and specifically disclaims that it is relying upon or has relied upon any discussions with respect to such other representations or warranties that may have been made by any of the foregoing informationPerson, and acknowledges and agrees that Parent, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. Except for the express representations and warranties expressly contained made by Parent and Merger Sub in this Article V (as qualified by the Disclosure Schedules and IV or in accordance with the express terms and conditions (including limitations and exclusions) of any certificate delivered pursuant to this Agreement) (, none of Parent, Merger Sub or any other Person makes or has made to the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Company any representation or warranty, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether at law or in writtenequity, electronic with respect to or oral formon behalf of Parent, and that no Seller 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 on behalf 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 any Seller makesthe assumptions underlying such estimates, and Xxxxx has not relied onprojections, is not relying onforecasts, and will not rely on (iplans or prospects) of Parent or Merger Sub, or the accuracy or completeness of any express information regarding Parent or implied representation its Subsidiaries (including Merger Sub) or warranty with respect any other matter furnished or provided to the Company or made available to the Company in any Seller, the Acquired Assets“data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Assumed Liabilities Transaction. Except for the express representations and warranties made by Parent and Merger Sub in this Article IV, Xxxxxx and Merger Sub disclaim any other representations or with respect to any informationwarranties, statements, disclosures, documents, projections, forecasts whether made by Parent or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or Merger Sub for any of its Affiliates or Advisors on behalf of Sellers their respective Subsidiaries or any of their respective Affiliates or Advisorsrepresentatives. Each of Parent and Merger Sub acknowledges and agrees that, (a) except for 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) or in any certificate delivered pursuant to this Agreement, 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, or (ii) any other statement relating to the historicaltheir respective businesses, current or future business, financial condition, results of operations, assets, Liabilitiesliabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks financial condition or results of operations and prospects (b) none of any Seller, the Company or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have is making or be subject has made 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 Liability whatsoever to Buyer, information regarding the Company or its Subsidiaries or any other Person, resulting from the distribution matter furnished or provided to Buyer Parent or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer Parent in any “data rooms,” “virtual data rooms,” management presentations or in any of its Affiliates or Advisors in the Dataroom or otherwise other form in expectation of the transactions contemplated by of, or in connection with, this Agreement or the Transaction. Each of Parent and Merger Sub specifically disclaims that it is relying upon or has relied upon any discussions with respect to other representations or warranties that may have been made by any of Person and acknowledges and agrees that the foregoing informationCompany and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by Parent and Merger Sub in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)IV, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller neither Parent nor Merger Sub nor any other Person on behalf of makes any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to Parent or any Sellerof its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the Acquired Assetsdelivery or disclosure to the Company or any of its Representatives of any documentation, forecasts or the Assumed Liabilities or other information with respect to any informationone or more of the foregoing, statementsand the Company acknowledges the foregoing. In particular, disclosuresand without limiting the generality of the foregoing, documentsexcept for the representations and warranties made by Parent and Merger Sub in this Article IV, projections, forecasts neither Parent nor Merger Sub nor any other Person makes or other material of has made any nature made available express or provided by any Person (including in any presentations implied representation or other materials prepared by Lazard) (warranty to the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Company or any of its Affiliates Representatives with respect to (a) any financial projection, forecast, estimate, budget or Advisors prospect information relating to Parent or any of its Subsidiaries or their respective businesses, (b) any judgment based on behalf actuarial principles, practices or analyses by any Person or as to the future satisfaction or outcome of Sellers any assumption or otherwise concerning reserves for losses, loss adjustment expenses or uncollectible reinsurance or (c) any oral or written information presented to the Company or any of its Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or the course of the Transactions. Each of Parent and Merger Sub acknowledges and agrees that except for the representations and warranties of the Company and the Company Shareholders made in Article III, neither Parent nor Merger Sub has relied upon on any representation, warranty or statement, including as to the accuracy or completeness thereof, either express or implied, whether written or oral, concerning the Company Shareholders, the Company or any of their respective Affiliates or Advisorsany of their respective businesses, or (ii) any other statement relating to the historicaloperations, current or future businessassets, financial conditionliabilities, results of operations, assetscondition (financial or otherwise) or prospects, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement and the Ancillary Agreements or any discussions otherwise with respect to information provided by or on behalf of any Company Shareholder, the Company or any of the foregoing informationtheir respective Affiliates or Representatives.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained made by AGM, AGM Merger Sub and AHL Merger Sub in this Article V (as qualified by IV, in any certificate delivered pursuant to Sections 6.03(a)-(c) or in the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) case of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)fraud or willful breach, Buyer acknowledges and agreesnone of AGM, on its own behalf and on behalf of the Buyer GroupAGM Merger Sub, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind AHL Merger Sub or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of makes any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to AGM, any Sellerof its Subsidiaries, AGM Merger Sub, AHL Merger Sub or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the Acquired Assetsdelivery or disclosure to AHL or any of its Representatives of any documentation, forecasts or the Assumed Liabilities or other information with respect to any informationone or more of the foregoing, statementsand AHL acknowledges the foregoing. In particular, disclosuresand without limiting the generality of the foregoing, documentsexcept for the representations and warranties made by AGM, projectionsAGM Merger Sub and AHL Merger Sub in this Article IV, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”certificate delivered pursuant to Sections 6.03(a)-(c) or in that certain datasite administered by Intralinks (the “Dataroom”) case of fraud or elsewhere willful breach, none of AGM, AGM Merger Sub, AHL Merger Sub or any other Person makes or has made any express or implied representation or warranty to Buyer AHL or any of its Affiliates Representatives with respect to (i) any financial projection, forecast, estimate, budget or Advisors prospect information relating to AGM, any of its Subsidiaries, AGM Merger Sub, AHL Merger Sub or their respective businesses, (ii) any judgment based on behalf actuarial principles, practices or analyses by any Person or as to the future satisfaction or outcome of Sellers any assumption or otherwise concerning reserves for losses, loss adjustment expenses or uncollectible reinsurance or (iii) any oral or written information presented to AHL or any of its Representatives in the course of their due diligence investigation of AGM, AGM Merger Sub or AHL Merger Sub, the negotiation of this Agreement or the course of the Transactions. (b) Notwithstanding anything contained in this Agreement to the contrary, AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub acknowledge and agree that neither AHL nor any other Person has made or is making, and AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub expressly disclaim reliance upon, any representations, warranties or statements relating to AHL or its Subsidiaries whatsoever, express or implied, beyond those expressly given by AHL in Article III, the AHL Disclosure Schedules or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding AHL furnished or made available to AGM, Tango Holdings, AGM Merger Sub, AHL Merger Sub or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assetsrespective representatives. Without limiting the generality of the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to BuyerAGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub acknowledge that, except as expressly provided in Article III, the AHL Disclosure Schedules or any other Personcertificate delivered pursuant to this Agreement, resulting from the distribution to Buyer no representations or any of its Affiliates or Advisors, or Buyer’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 material warranties are made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to AGM, Tango Holdings, AGM Merger Sub, AHL Merger Sub or any of the foregoing informationtheir respective representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agreesPurchaser, on its own behalf and on behalf of each of its Affiliates, hereby acknowledges and agrees that, except for the Buyer Grouprepresentations and warranties of Sellers contained in Section 3.1, that the Acquired Assets are being acquired by Buyer “as is” representations and “where is” warranties of the Company contained in Article IV, none of Sellers, the Transferred Entities, the New Entities, any of their respective Affiliates, any representatives of the foregoing or any other Person has made, shall be deemed to have made or makes, and with all faults each of Purchaser and all other representationsits Affiliates is not relying upon, warranties and statements of any kind representation or nature expressed warranty, express or implied, whether in oral or written, electronic at law or oral formin equity, and that no Seller nor any other Person made by or on behalf of any Seller makessuch Person with respect to Sellers, and Xxxxx has not relied onthe Transferred Entities, is not relying onthe New Entities or any matter relating to any of them, and will not rely on (i) including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any express information provided or implied made available to Purchaser, its Affiliates or any of their respective representatives or any other Person. Without limiting the generality of the foregoing, Purchaser, on its own behalf and on behalf of each of its Affiliates, hereby acknowledges and agrees that none of Sellers, the Transferred Entities, the New Entities, their respective Affiliates, any representatives of any of the foregoing or any other Person has made, shall be deemed to have made, or makes any representation or warranty with respect to any Sellerprojections, forecasts, plans, estimates, budgets or other information regarding 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 Transferred Entities, the Acquired Assets, New Entities or the Assumed Liabilities future business, operations or with respect affairs of the Transferred Entities and/or the New Entities. Purchaser, on its own behalf and on behalf of each of its Affiliates, hereby expressly disclaims any such representation or warranty described in this Section 3.2(j) notwithstanding the delivery or disclosure 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates respective representatives or Advisors, or (ii) any other statement relating to the historical, current Person of any documentation or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of other information by any Seller, any Transferred Entity, any New Entity, any of their respective Affiliates or the quality, quantity or condition any representatives of any Seller’s assets. Without limiting of the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, foregoing or any other Person, resulting from the distribution and no such Person will have any liability to Buyer or any of its Affiliates or AdvisorsPurchaser, or Buyer’s or any of its Affiliates’ , any of their respective representatives, or Advisors’ any other Person resulting from or in connection with the use of or reliance on, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing information.

No Other Representations or Warranties. Except for the express representations and warranties expressly contained made by the Company in this Article V III (as qualified by the applicable items disclosed in the Company Disclosure Schedules and Letter in accordance with the express terms and conditions (including limitations and exclusionsintroduction to this Article III) of or in any certificate delivered pursuant to this Agreement) (, neither the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Company nor any other Person makes or has made to Parent or Merger Sub any representation or warranty, Buyer acknowledges and agreesexpressed or implied, on its own behalf and at law or in equity, with respect to or on behalf of the Buyer GroupCompany or its Subsidiaries, that their businesses, operations, assets, liabilities, financial condition or results of operations. Neither the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all Company nor any other representationsPerson makes or has made to Parent or Merger Sub any representation or warranty, warranties and statements of any kind or nature expressed or implied, whether at law or in writtenequity, electronic with respect to the future operating or oral formfinancial results, and that no Seller nor any other Person on behalf estimates, projections, forecasts, plans or prospects (including the reasonableness of any Seller makesthe assumptions underlying such estimates, and Xxxxx has not relied onprojections, is not relying onforecasts, and will not rely on (iplans 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 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 Transaction. Except for the express or implied representation or warranty with respect to any Sellerrepresentations and warranties made by the Company in this Article III (as qualified by the applicable items disclosed in the Company Disclosure Letter), the Acquired AssetsCompany and its Subsidiaries disclaim any other representations or warranties, or whether made by 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Company or any of its Affiliates or Advisors on behalf of Sellers Subsidiaries or any of their respective Affiliates or Advisorsrepresentatives. The Company acknowledges and agrees that, (a) except for the representations and warranties made by Parent and Merger Sub in Article IV or in any certificate delivered pursuant to this Agreement, none of Parent, Merger Sub, or (ii) any other statement relating Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to the historicalor on behalf of Parent or its Subsidiaries (including Merger Sub) or their respective businesses, current or future business, financial condition, results of operations, assets, Liabilitiesliabilities, propertiesfinancial condition or results of operations and (b) none of Parent, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to BuyerMerger Sub, or any other PersonPerson is making or has made any representations or warranty, resulting from expressed or implied, at law or in equity, with respect to the distribution to Buyer future operating or any of its Affiliates or Advisorsfinancial results, or Buyer’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, documentsestimates, projections, forecasts 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 material matter furnished or provided to the Company or made available to Buyer the Company in any “data rooms,” “virtual data rooms,” management presentations or in any of its Affiliates or Advisors in the Dataroom or otherwise other form in expectation of the transactions contemplated by of, or in connection with, this Agreement or the Transaction. The Company specifically disclaims that it is relying upon or has relied upon any discussions with respect to other representations or warranties that may have been made by any of the foregoing informationPerson 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. Except for the express written representations and warranties expressly contained made by Purchaser and Parent in this Article V (as qualified by the Disclosure Schedules Agreement and in accordance with the express terms and conditions (including limitations and exclusions) of any instrument or other document delivered pursuant to this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agreesnone of Purchaser, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Parent or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of makes any express or implied representation or warranty with respect to any SellerPurchaser, 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent or any of their respective Affiliates or Advisorsany of their respective businesses, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilitiesliabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and conditions (financial or otherwise) or prospects of any Seller, in connection with this Agreement or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement, and Purchaser and Parent expressly disclaims any such other representations or warranties and the Company acknowledges and agrees that it has relied solely on the results of its and its Subsidiaries’ and its and their respective Representatives’ independent investigations, and none of the Company or any of its Subsidiaries or any of its or their respective Representatives has relied on and none are relying on any representations or warranties regarding Purchaser and Parent or any of their respective Subsidiaries or any of its or their respective Representatives, other than the express written representations and warranties expressly set forth in this Agreement and in any instrument or other document delivered pursuant to this Agreement; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Schedule B21, nothing in this Schedule B21 shall limit the Company’s remedies with respect to claims of fraud in connection with, arising out of or otherwise related to the express written representations and warranties made by Purchaser or Parent in this Agreement and in any instrument or other document delivered pursuant to this Agreement or any discussions with respect Intentional Breach of any representation, warranty, covenant or agreement in this Agreement. (attached) 1. The issuance by Cronos Group Inc. (the “Company”) to any Altria Summit LLC (“Purchaser”) in a private placement transaction (the “Investment”) of (i) 146,220,892 common shares (“Common Shares”) in the capital of the foregoing informationCompany (subject to adjustment in accordance with the terms of the Subscription Agreement (as defined below)) and (ii) one warrant (the “Warrant”) of the Company entitling the holder thereof, upon the valid exercise thereof, to acquire, accept and receive from the Company an aggregate of 72,207,848 Common Shares (subject to adjustment in accordance with the terms of the Subscription Agreement and to the terms and conditions of the warrant certificate (the “Warrant Certificate”) representing and evidencing the Warrant, including those relating to the adjustment of the number of Common Shares issuable upon the exercise of the Warrant), in each case subject to the terms and conditions of the subscription agreement, dated as of December 7, 2018, entered into by and among the Company, Purchaser and Altria Group, Inc. (“Parent”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms therein (the “Subscription Agreement”), which Investment could “materially affect control” (as defined in the Toronto Stock Exchange Company Manual, as amended) of the Company, and the performance by the Company of its obligations under the Subscription Agreement and the Warrant Certificate, all as more particularly described in the management information circular of the Company dated [•], [2018] (the “Company Circular”) filed in connection with special meeting of shareholders of the Company expected to be held on [•] [•], 2019 (the “Company Meeting”), as it may be amended, modified or supplemented from time to time in accordance with the Subscription Agreement, is hereby authorized and approved.

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by the Company in this Article V (as qualified III or in any certificate delivered by the Disclosure Schedules Company pursuant to this Agreement or by any other Person in the Support Agreement, Parent and in accordance with Merger Sub acknowledge that neither the express terms and conditions (including limitations and exclusions) Company nor any of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)its Subsidiaries, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makesPerson, have made or are making, and Xxxxx has each of Parent, Merger Sub and their Affiliates and respective Representatives have not relied on, is on and are not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to the Company or any Sellerof its Subsidiaries or their respective businesses, the Acquired Assetsoperations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or the Assumed Liabilities or with respect to any information, statements, disclosures, documentsestimates, projections, forecasts and other forward-looking information or other material of any nature made available business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere disclosure to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Sub or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects respective Representatives of any Sellerdocumentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the qualityforegoing or any oral, quantity written, video, electronic or condition other information developed by Parent, Merger Sub or any of any Seller’s assetstheir Affiliates or respective Representatives. Without In particular, and without limiting the generality of the foregoing, no Seller neither the Company nor any other Person will have makes or be subject has made any express or implied representation or warranty to Parent or Merger Sub any Liability whatsoever of their Affiliates or respective Representatives with respect to Buyer(x) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses or (y) except for the representations and warranties made by the Company in this Article III and any certificate delivered by the Company pursuant to this Agreement, any oral, written, video, electronic or other Person, resulting from the distribution information presented to Buyer Parent or Merger Sub or any of its their Affiliates or Advisors, or Buyer’s or any respective Representatives in the course of its Affiliates’ or Advisors’ use their due diligence investigation of or reliance on, any such information, including the Information PresentationCompany, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any negotiation of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any the course of the foregoing informationTransactions.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article V (as qualified by the Disclosure Schedules IV and in accordance any certificates delivered by Parent or any of its Representatives in connection with the express terms and conditions Transactions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesas contemplated by Section 7.3(c)), Buyer acknowledges and agreesneither Parent, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Xxxxxx Sub nor any Representative or other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of either makes any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities them or with respect to any informationother information provided to the Company in connection with the Transactions. Parent and Xxxxxx Sub each acknowledges and agrees that, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including except for the representations and warranties expressly set forth in Article III and in any presentations or other materials prepared certificates delivered by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Company or any of its Affiliates Representatives in connection with the Transactions (including as contemplated by Section 7.2(d)), (a) neither the Company, its Subsidiaries nor any of their respective Representatives makes, or Advisors has made, any representations or warranties relating to itself or its business or otherwise in connection with the Transactions, and neither Parent nor Merger Sub is relying on behalf any representation or warranty of Sellers the Company except for those expressly set forth in 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 Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party 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 Affiliates Representatives are not and shall not be deemed to be or Advisors, include representations or (ii) warranties of the Company unless any other statement relating to such materials or information is the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects subject of any Seller, express representation or the quality, quantity warranty set forth in Article III or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, in any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationcertificate.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained set forth in this Article V (as qualified by Agreement, the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Ancillary Agreements, Buyer acknowledges and agrees, on its own behalf and on behalf or any of the documents, certificates and instruments contemplated hereby or thereby to which any Buyer Groupand Seller or Parent are parties, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and each party acknowledges that no Seller other party hereto nor any of its affiliates or any other Person on behalf of makes or has made any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to any Sellerthe Purchased Assets, the Acquired AssetsPrimary Leases, or the Assumed Liabilities or otherwise or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or information provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Buyers or any of their Affiliates affiliates, agents or Advisorsrepresentatives or otherwise in connection with the transactions contemplated hereby, whether on behalf of Seller or (ii) any such other statement relating Persons. FOR THE AVOIDANCE OF DOUBT, EACH BUYER ACKNOWLEDGES THAT, OTHER THAN AS SET FORTH HEREIN, 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 contained in this Agreement, the Purchased Assets to be transferred, and rights with respect to the historicalSubleased Stores hereunder (to the extent provided under the Subleases), current will be transferred “as is, where is,” in their present condition and state of repair. (b) Nothing in this Section 5.7 or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects elsewhere in this Agreement shall limit the rights of any SellerBuyer to rely on or enforce the representations, warranties, covenants and agreements of Seller or Parent contained in this Agreement, the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to BuyerAncillary Agreements, or any other Person, resulting from the distribution to Buyer agreement entered into in connection herewith or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationtherewith.

No Other Representations or Warranties. 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 or opinions (whether written or oral) of the Sellers, the Oceanbulk Companies or their respective Affiliates (except the specific representations made in Articles IV and V). Except for the representations and warranties expressly contained in this Article IV, Article V (as qualified and in the certificate delivered by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesSellers’ Representative pursuant to Section 10.3(f), Buyer Parent acknowledges and agrees, on its own behalf and on behalf that (a) none of the Buyer GroupSellers, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Oceanbulk Companies or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of the Sellers or Oceanbulk Companies makes any Seller makesother representation or warranty, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any express or implied representation implied, written or warranty oral, at law or in equity, with respect to any Sellerthe Sellers, the Acquired AssetsOceanbulk Companies, 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial conditionoperations, assets, liabilities, results of operations, assetscondition (financial or otherwise) or prospects thereof, Liabilitiesincluding with respect to (i) merchantability or fitness for any particular use or purpose, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects (ii) the operation of any Seller, the Oceanbulk Companies or the qualitybusiness 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, quantity none of the Sellers, the Oceanbulk Companies or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever liability or indemnification obligation to Buyer, Parent or any other Person resulting from the distribution to Parent or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ their use of or reliance onof, any such informationinformation provided in connection with the Transactions, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer them in certain “data rooms” or management presentations or in any of its Affiliates or Advisors in the Dataroom or otherwise other form in expectation of of, or in connection with, the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationTransactions.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article V (as qualified by V, the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Partnership acknowledges that none of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Parent, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Merger Sub or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of Parent or Merger Sub makes or has made any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to any Sellerto, the Acquired Assets, Parent or the Assumed Liabilities Merger Sub or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or information provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historicalPartnership, current the Partnership GP, the GP Board, the GP Conflicts Committee or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assetstheir respective Representatives. Without limiting the generality of the foregoing, no Seller except to the extent required otherwise by applicable Law, neither Parent nor any other Person will have or be subject to any Liability whatsoever liability or other obligation to Buyer, the Partnership or the Partnership GP or any other Person, Person resulting from the distribution to Buyer the Partnership, the Partnership GP, the GP Board or any of its Affiliates or Advisorsthe GP Conflicts Committee (including their respective Representatives) of, or Buyerthe Partnership’s or any of its Affiliates’ the Partnership GP’s (or Advisors’ such Representatives’) use of or reliance onof, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material materials made available to Buyer the Partnership, the Partnership GP, the GP Board, the GP Conflicts Committee or their respective Representatives in expectation of the Merger, unless any such information is the subject of an express representation or warranty set forth in this Article V. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties contained in Article IV, Parent and Merger Sub have not relied on and none of the Partnership, Partnership GP or any of its their respective Affiliates or Advisors in Representatives has made any representation or warranty, either express or implied, whether written or oral, concerning the Dataroom Partnership, the Partnership GP or otherwise in expectation 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 any discussions otherwise with respect to information provided by or on behalf of the Partnership, the Partnership GP or any of the foregoing informationtheir respective Affiliates or Representatives.

No Other Representations or Warranties. (a) Seller and the Company acknowledge and agree that Buyer has relied on the representations and warranties set forth in this Article III in making the decision to enter into this Agreement. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by III, in the Company Disclosure Schedules Letter and in accordance with the express terms Transaction Documents, none of the Company, Seller or any other Person makes (and conditions (including limitations each of Seller and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Company, Buyer acknowledges and agrees, on its own behalf and on behalf of itself, its Subsidiaries and their respective Affiliates hereby disclaims) any other express or implied representation or warranty with respect to the Buyer GroupTransactions, Seller, the Company or any of their respective Affiliates or to any of their respective businesses, operations, assets, Liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions (including any implied warranties that may otherwise be applicable because of the Acquired Assets are being acquired by Buyer “as is” provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and “where is” fitness for a particular purpose). (b) Seller and with all faults the Company acknowledge and all other representationsagree that, except for the representations and warranties expressly set forth in Article IV of this Agreement and statements in the Transaction Documents, none of Buyer, any kind of its Affiliates or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of made any express or implied representation or warranty with respect to any Sellerthe Transactions, 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its respective Affiliates or Advisors on behalf of Sellers or to any of their Affiliates or Advisorsrespective businesses, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and conditions (financial or otherwise) or prospects of any Seller, in connection with this Agreement or the quality, quantity or condition Transactions (including any implied warranties that may otherwise be applicable because of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, provisions of the Uniform Commercial Code or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationapplicable Law, including the Information Presentation, warranties of merchantability and fitness for a particular purpose) and Seller and the Projections, Company have not relied on any information, statements, disclosures, documents, projections, forecasts representation or warranty other material made available to Buyer or any than those expressly set forth in Article IV of its Affiliates or Advisors this Agreement and in the Dataroom Transaction Documents; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Section 3.33(b), nothing in this Section 3.33(b) shall limit Seller’s or otherwise in expectation of the transactions contemplated by this Agreement or any discussions Company’s remedies with respect to claims of Fraud in connection with, arising out of or otherwise related to the express written representations and warranties made by Buyer in this Agreement and in any of the foregoing informationTransaction Document.

No Other Representations or Warranties. (a) Except for the express written representations and warranties expressly contained made by the Parent Entities and the Merger Subs in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of any instrument or other document delivered pursuant to this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer Group, that Parent Entities or the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of Merger Subs make any express or implied representation or warranty with respect to any Sellerthe Parent Entities, the Acquired AssetsMerger Subs or any of their respective Affiliates or their respective businesses, operations, assets, liabilities, condition (financial or otherwise). Notwithstanding anything to the Assumed Liabilities contrary in this Agreement, each of the Parent Entities and the Merger Subs hereby acknowledges and agrees that except for the express written representations and warranties made by the Company Entities in this Agreement or in any instrument or other document delivered pursuant to this Agreement, none of the Company Entities or any other Person has made makes any express or implied representation or warranty with respect to the Company Entities or any of their respective Affiliates or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) notwithstanding the delivery or disclosure to the Parent Entities, the Merger Subs or any of their respective Affiliates of any documentation, forecasts or other information with respect to any informationone or more of the foregoing. (b) Notwithstanding anything to the contrary in this Agreement, statements, disclosures, documents, projections, forecasts or other material each of any nature made available or provided by any Person the Parent Entities and the Merger Subs hereby acknowledges and agrees (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of on its Affiliates or Advisors own behalf and on behalf of Sellers or any the Parent Related Parties) that: (i) except for the representations and warranties of their Affiliates or Advisorsthe Company Entities expressly set forth in Article IV (as qualified by the Company Disclosure Letter), (x) none of the Company Related Parties makes, or has made, any representation or warranty and (iiy) none of the Parent Related Parties is relying on, or has relied on, any other statement relating to the historicalrepresentation or warranty made, current or future information provided, by or on behalf of any Company Related Party, in each case, regarding any Company Related Party, its or their business, financial conditionthis Agreement, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to BuyerTransactions, or any other Personrelated matter, resulting from the distribution to Buyer including any information provided in any data room or management presentation or any of its Affiliates or Advisors, or Buyer’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, documentsestimates, projections, forecasts forecasts, forward-looking statements or other material made available to Buyer or any of its Affiliates or Advisors in business plans (including the Dataroom or otherwise in expectation reasonableness of the transactions contemplated by this Agreement assumptions underlying such estimates, projections, forecasts, forward-looking statements or any discussions with respect to any business plans); and (ii) each of the foregoing informationParent Entities and the Merger Subs is a sophisticated party and has made its own independent investigation, review, and analysis regarding the Company Entities and the Transactions, which investigation, review, and analysis were conducted by the Parent Entities and the Merger Subs together with expert advisors, including legal counsel, that they have engaged for such purpose.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) V, none of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Parent, Buyer acknowledges and agrees, on any of its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Affiliates or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of Parent or any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of its Affiliates makes any express or implied representation or warranty with respect to any Seller, the Acquired Assets, Parent or the Assumed Liabilities its Subsidiaries or with respect to any informationother information provided to the Company or its Affiliates or Representatives in connection with this Agreement, statementsthe Mergers or the other transactions contemplated by this Agreement. Parent and Merger Subs each acknowledges and agrees that, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including except for the representations and warranties expressly set forth in Article IV and in any presentations or other materials prepared certificates delivered by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Company or any of its Representatives in connection with the transactions contemplated hereby or in the Voting Agreements, (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 Company, the Company’s Subsidiaries or the Company’s business or otherwise in connection with the Mergers, except for those expressly set forth in this Agreement or in any such certificate, (b) none of Parent, Merger Subs, or their Affiliates is relying on any representation or Advisors on behalf warranty of Sellers the Company, 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 AdvisorsRepresentatives, except, in each case, for those expressly set forth in this Agreement or in any such certificate, and (iic) any other statement relating to no Person has been authorized by the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Company or any of its Affiliates Subsidiaries to make any representation or Advisors, or Buyer’s warranty relating to the Company or any of its Affiliates’ Subsidiaries 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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom their businesses or otherwise in expectation of the transactions contemplated by 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 discussions rights of any party to this Agreement in respect of fraud with respect to any of the foregoing informationrepresentations and warranties made by the Company in this Agreement.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained set forth in this Article V (as qualified III or in the certificate delivered by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesCompany pursuant to Section 6.2(d), Buyer acknowledges and agrees, on its own behalf and on behalf of neither the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person on behalf of any Seller the Company makes, or has made (and Xxxxx has not relied onthe Company, is not relying onon behalf of itself, each of the Company’s Subsidiaries and will not rely on (i) the accuracy or completeness of their respective Affiliates and Representatives, hereby disclaims), any express or implied representation or warranty with respect to the Company or any Seller, of the Acquired Assets, or the Assumed Liabilities Company’s Subsidiaries or with respect to any information, statements, disclosures, documents, projections, forecasts the accuracy or other material completeness of any nature information provided, or made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere available, to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Acquisition Sub or any of their Affiliates or AdvisorsRepresentatives, or (ii) any other statement relating including with respect to the historical, current or future their business, financial condition, results of operations, assets, Liabilitiesliabilities, propertiesconditions (financial or otherwise), Contractsprospects or otherwise in connection with this Agreement, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, the Merger or the qualityother transactions contemplated by this Agreement, quantity or condition of and Parent and Acquisition Sub and their respective Representatives and Affiliates are not relying on, and waive any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or claim based on reliance on, any such informationrepresentation, 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 III or in the certificate delivered by the Company pursuant to Section 6.2(d). (b) Except for the representations and warranties contained in Article IV (Representations and Warranties of Parent and Acquisition Sub) or in the certificate delivered by Parent pursuant to Section 6.3(c), the Company acknowledges and agrees that (i) none of Parent, Parent’s Subsidiaries (including Acquisition Sub) or any other Person on behalf of Parent makes, or has made, any express or implied representation or warranty with respect to Parent or Acquisition Sub, including the Information Presentationwith respect to their business, the Projectionsoperations, any informationassets, statementsliabilities, disclosuresconditions (financial or otherwise), documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom prospects or otherwise in expectation of connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and the Company is not relying on any representation, warranty or other information of any Person except for those expressly set forth herein and (ii) no Person has been authorized by Parent, Parent’s Subsidiaries (including Acquisition Sub) or any discussions other Person on behalf of Parent to make any representation or warranty relating to Parent or Acquisition Sub or their respective business or otherwise in connection with respect to any of this Agreement and Merger, and if made, such representation or warranty shall not be relied upon by the foregoing informationCompany as having been authorized by either such entity.

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by the Company in this Article V 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules and Letter in accordance with the express terms and conditions (including limitations and exclusions) of introduction to this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesArticle 4), Buyer acknowledges and agreesneither the Company nor any other Person makes or has made any representation or warranty, on its own behalf and expressed or implied, at law or in equity, with respect to or on behalf of the Buyer GroupCompany or its Subsidiaries, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representationstheir businesses, warranties and statements of any kind or nature expressed or impliedoperations, whether in writtenassets, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any express or 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future businessliabilities, financial condition, results of operations, assetsfuture operating or financial results, Liabilitiesestimates, propertiesprojections, Contractsforecasts, environmental complianceplans or prospects (including the reasonableness of the assumptions underlying such estimates, employee mattersprojections, regulatory complianceforecasts, business risks and prospects plans or prospects) or the accuracy or completeness of any Sellerinformation 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 Agreement or the quality, quantity or condition of any Seller’s assetsTransactions. Without limiting the generality of the foregoing, no Seller nor the Company and its Subsidiaries expressly disclaim any other Person will have representations or be subject to warranties, whether made by the Company or any Liability whatsoever to Buyerof its Subsidiaries or any of their respective Affiliates or Representatives. 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 PersonPerson is making or has made any representations or warranty, resulting from the distribution expressed or implied, at law or in equity, with respect to Buyer or any on behalf of its Affiliates or AdvisorsParent, Merger Sub, or Buyer’s their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or any of its Affiliates’ or Advisors’ use of or reliance onfinancial results, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documentsestimates, projections, forecasts 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 Parent or Merger Sub or their respective Subsidiaries or any other material matter furnished or provided to the Company or made available to Buyer the Company in any “data rooms,” “virtual data rooms,” management presentations or in any of its Affiliates or Advisors in the Dataroom or otherwise other form in expectation of the transactions contemplated by of, or in connection with, this Agreement or the Transactions. The representations and warranties made by Xxxxxx and Xxxxxx Sub in Article 5 constitute the sole and exclusive representations and warranties of Parent and Merger Sub in connection with this Agreement or the Transactions. The Company specifically disclaims that it is relying upon or has relied upon any discussions with respect such other representations or warranties that may have been made by any Person 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 form in expectation of, or in connection with, this Agreement or the Transactions, 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 or the accuracy or completeness of any information regarding Parent and its Subsidiaries (including Merger Sub) or any other matter furnished or provided to the foregoing informationCompany or made available to the Company 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.

No Other Representations or Warranties. (a) Except for the express written representations and warranties expressly contained made by the Company in this Article V (as qualified by the Disclosure Schedules Agreement and in accordance with the express terms and conditions (including limitations and exclusions) of any instrument or other document delivered pursuant to this Agreement) (, neither the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of makes any express or 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Company or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisorsrespective businesses, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilitiesliabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and conditions (financial or otherwise) or prospects of any Seller, in connection with this Agreement or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement, and the Company expressly disclaims any such other representations or warranties and each of Purchaser and Parent acknowledge and agree that none of Purchaser, Parent, any of their respective Subsidiaries or any of its or their respective Representatives has relied on and none are relying on any representations or warranties regarding the Company or any of its Subsidiaries or any of its or their respective Representatives, other than the express written representations and warranties expressly set forth in this Agreement and in any instrument or other document delivered pursuant to this Agreement; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Schedule A8(a), nothing in this Schedule A8(a) shall limit Purchaser or Parent’s remedies with respect to claims of fraud in connection with, arising out of or otherwise related to the express written representations and warranties made by the Company in this Agreement and in any instrument or other document delivered pursuant to this Agreement or any discussions Intentional Breach of any representation, warranty, covenant or agreement in this Agreement. (b) Purchaser and Parent acknowledge and agree that, notwithstanding any other representations and warranties made by the Company in this Agreement, the representations and warranties set forth in: (i) Schedule B18 are the only representations and warranties made by the Company in this Agreement with respect to any Intellectual Property Rights and technology matters; (ii) Schedule B12 are the only representations and warranties made by the Company in this Agreement with respect to employee benefits; (iii) Schedule B13 are the only representations and warranties made by the Company in this Agreement with respect to labor matters; (iv) Schedule B16 are the only representations and warranties made by the Company in this Agreement with respect to real property matters; (v) Schedule B15, sections (d) and (e) of Schedule X0, Xxxxxxxx X0, xxx Xxxxxxxx X00(x), (x), (x) and (h) are the foregoing informationonly representations and warranties made by the Company in this Agreement with respect to Tax; and (vi) Schedule B14 are the only representations and warranties made by the Company in this Agreement with respect to Environmental Law and environmental matters.

No Other Representations or Warranties. Except for the representations and warranties expressly contained of the Seller Parties set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and (on behalf of the Buyer Group, itself and its Affiliates) acknowledges and agrees that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements no representation or warranty of any kind or nature expressed whatsoever, express or implied, whether at law or in writtenequity, electronic is made or oral form, and that no Seller nor any other Person shall be deemed to have been made by or on behalf of any Seller makesParty or any of its Affiliates, and Xxxxx has not relied on, is not relying oneach Seller Party hereby disclaims, and will not rely Buyer (on (ibehalf of itself and its Affiliates) hereby disclaims any reliance upon, any such representation or warranty, and notwithstanding the accuracy delivery or completeness disclosure to Buyer or any of its representatives or Affiliates of any express documentation or implied other information by the Seller Parties or any of their representatives or Affiliates with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, Buyer acknowledges that the Seller Parties make no 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 estimates or other material of any nature made available budgets delivered to or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer of future revenues, future results of operations (or any of its Affiliates component thereof), future cash flows or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement future financial condition (or any discussions component thereof) with respect to the Business, the Transferred Assets or the Assumed Liabilities. Buyer also acknowledges that no employee or representative of either Seller Party has been authorized to make any statements or representations, other than those specifically contained in this Agreement. Buyer further acknowledges and understands that the Seller Parties make no representation as to whether any of the foregoing informationSpecified Business Employees will accept offers of employment from Buyer.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained made by Acquiror in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)4, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller neither Acquiror nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of makes any express or implied representation or warranty with respect to any SellerAcquiror, the Acquired Assetsits Subsidiaries, or the Assumed Liabilities their respective businesses, operations, assets, liabilities, conditions (financial 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 Lazard) (the “Information Presentation”otherwise) or in that certain datasite administered by Intralinks (prospects, and Acquiror hereby disclaims any such other representations or warranties. In particular, without limiting the “Dataroom”) foregoing disclaimer, neither Acquiror nor any other Person makes or elsewhere has made any representation or warranty to Buyer the Company or any of its Affiliates or Advisors on behalf of Sellers representatives with respect to: (i) any financial projection, forecast, estimate, budget or prospective information relating to Acquiror, any of its Subsidiaries or their Affiliates or Advisors, respective businesses; or (ii) except for the representations and warranties made by Acquiror in this Article 4, any other statement relating oral or written information presented to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Company or any of its Affiliates or Advisorsrepresentatives in the course of their due diligence investigation of Acquiror, the negotiation of this Agreement or Buyer’s in the course of the transactions contemplated hereby. No Person has been authorized by Acquiror or any of its Affiliates’ or Advisors’ use of or reliance onSubsidiaries, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its their respective Affiliates or Advisors in the Dataroom Representatives, to make any representation or warranty relating to Acquiror and its Subsidiaries or any of their businesses or operations or otherwise in expectation of the transactions contemplated by connection with this Agreement or any discussions with respect to 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). (b) Acquiror acknowledges and agrees that neither the foregoing informationCompany nor any other Person has made or is making any express or implied representation or warranty other than those contained in Article 3.

No Other Representations or Warranties. Except for the representations and warranties as expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) III of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of their respective agents, employees or representatives have made, nor are any Seller makesof them making any representation or warranty, and Xxxxx has not relied onexpress or implied, is not relying onin respect of the Conveyed Entities, and will not rely on (i) nor are any of them making any representation or warranty regarding the accuracy or completeness of any express information provided to Buyer or implied representation Buyer’s agents, employees or warranty representatives in connection with the negotiation of this Agreement and the consummation of the Transactions, and any such other representations or warranties are hereby expressly disclaimed. Without waiving or limiting its rights set forth in this Agreement, Buyer acknowledges that Buyer is relying on its own investigation and analysis in entering into this Agreement and the consummation of the Transactions and Buyer has undertaken such investigation, and has been provided with and has evaluated such documents and information as it has deemed necessary in connection with the execution, delivery and performance of this Agreement. Without waiving or limiting its rights set forth in this Agreement, with respect to any Sellerprojection or forecast delivered by or on behalf of the Sellers to Buyer, Buyer acknowledges that (v) there are uncertainties inherent in attempting to make such projections and forecasts, (w) the Acquired Assetsaccuracy and correctness of such projections and forecasts may be affected by information that may become available through discovery or otherwise after the date of such projections and forecasts, (x) such projections and forecasts have not been independently verified, reflect various assumptions and may not prove to be correct, (y) it is familiar with each of the foregoing and (z) such projections and forecasts shall not form the basis of any claim (including in contract or the Assumed Liabilities tort, at law or in equity under federal or state securities laws or otherwise) against Sellers or their agents, employees or representatives with respect thereto 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 Lazard) (the “Information Presentation”) or in related matter. Buyer and Sellers acknowledge that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks each is an informed and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors sophisticated participant in the Dataroom or otherwise in expectation of the transactions contemplated by Transactions and this Agreement or any discussions with respect to any and related documents are the product of the foregoing informationarms’ length negotiations.

No Other Representations or Warranties. Except for the representations and or warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Section 3.1, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of neither any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company Party nor any other Person on behalf of any Seller makesCompany Party has made, and Xxxxx each of the Parent Parties specifically disclaims that it is relying or has not relied onupon, is not relying onany representation or warranty, and will not rely on expressed or implied, with respect to the Company or the Subsidiaries of the Company, their businesses, operations, assets, liabilities, condition (ifinancial or otherwise), 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 the Subsidiaries of the Company. In particular, without limiting the foregoing disclaimer, neither any Company Party nor any other Person makes or has made, and each of the Parent Parties specifically disclaims that it is relying or has relied upon, any representation or warranty to the Parent, the Merger Sub or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the Company Parties in this Section 3.1, any oral or written information presented to the Parent, the Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence of the Company, the negotiation of this Agreement and the Ancillary Agreements to which it is a party or in the course of the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, each of the Company and the Company Operating Partnership acknowledges and agrees that none of the Parent Parties or any other Person has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by the Parent Parties in Section 3.2, including any implied representation or warranty with respect as to any Seller, the Acquired Assets, accuracy or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material completeness of any nature information regarding the Parent Parties furnished or made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (to the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Company Parties or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationRepresentatives.

No Other Representations or Warranties. The Company acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of Parent and its Subsidiaries and that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of Parent and its Subsidiaries that it and its Representatives have desired or requested to review for such purpose and that it and its Representatives have had full opportunity to meet with the management of Parent and its Subsidiaries and to discuss the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of Parent and its Subsidiaries. Except for the representations and warranties expressly contained made by the Company in this Article V (as qualified by III, neither the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person on behalf of makes any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to the Company or any Sellerof its Subsidiaries or their respective businesses, the Acquired Assetsoperations, assets, liabilities, condition (financial or the Assumed Liabilities otherwise) or prospects, notwithstanding any delivery or disclosure to Parent, Merger Sub or any of their respective Representatives or Affiliates of any documentation, forecasts or other information with respect to any informationone or more of the foregoing, statementsand each of Parent and Merger Sub acknowledge the foregoing. In particular, disclosuresand without limiting the generality of the foregoing, documentsneither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Merger Sub or any of their respective Representatives or Affiliates or Advisors, or with respect to (iia) any other statement financial projection, forecast, estimate, budget or prospective information relating to the historicalCompany, current any of its Subsidiaries or their respective businesses, (b) any judgment based on actuarial principles, practices or analyses by any Person or as to the future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects satisfaction or outcome of any Sellerassumption, (c) except for the representations and warranties made by the Company in this Article III, the adequacy or sufficiency of the Company Reserves or its effect on any “line item” or asset, liability or equity amount on any financial or other document, (d) the future profitability of the business of the Company or its Subsidiaries or (e) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent, Merger Sub or any of their respective Representatives or Affiliates in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the qualitycourse of the Transactions. Neither the Company, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller its Subsidiaries nor any other Person will have or be subject to any Liability whatsoever liability to BuyerParent, Merger Sub or any other Person, Person resulting from the distribution to Buyer Parent, Merger Sub or any of its Affiliates their respective Representatives or AdvisorsAffiliates, or BuyerParent’s, Merger Sub’s or any of its their Representatives’ or Affiliates’ or Advisors’ use of or reliance onof, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or any other material made available to Buyer Parent, Merger Sub or any of its their Representatives or Affiliates in certain “data rooms” or Advisors management presentations in the Dataroom or otherwise in expectation connection with Parent’s and Merger Sub’s consideration and review of the transactions contemplated by hereby, unless any such information is expressly included in a representation or warranty contained in this Agreement or any discussions with respect to any of the foregoing informationArticle III.

No Other Representations or Warranties. Except for Each of Parent, Production Company, UnSub, Merger Sub I and Merger Sub II acknowledges that, except as provided in Article 3 or in the representations and warranties expressly contained in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)other Transaction Agreements, Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer GroupCompany, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representationsany Company Stockholder, warranties and statements any Equity Award Holder or any of any kind or nature expressed or impliedtheir respective Affiliates, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makestheir respective directors, and Xxxxx officers, employees, stockholders, partners, members or Representatives has not relied onmade, or is not relying onmaking, and will not rely on (i) the accuracy or completeness of any express or 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 whatsoever to Parent, Production Company, UnSub, any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Merger Sub or any of their respective Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Parent, 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 AdvisorsRepresentatives 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 statement relating to the historical, current information or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material documents made available to Buyer Parent, Production Company, UnSub, any Merger Sub or any of its their respective Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions Representatives with respect to the Company and its Subsidiaries or their respective businesses or operations (including as to the accuracy or completeness of any of such information or documents), except as expressly set forth in Article 3 or in the foregoing informationother Transaction Agreements.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) IV or any Ancillary Document, no JBG Party nor any of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Subsidiaries or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of makes any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to any Sellersuch JBG Party, its Subsidiaries, the Acquired JBG Included Properties, the JBG Included Entities, the JBG Included Interests, the Managing Member Interests, the JBG Included 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 information provided by any Person to the Vornado Parties in connection with (including in any presentations or other materials prepared by Lazardi) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, Transactions or (ii) any other statement relating to the historicalbusinesses, current or future businessaffairs, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and condition (financial or otherwise) or prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Personmatter relating to such JBG Party, resulting from the distribution to Buyer its Subsidiaries or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationtheir JBG Included Properties, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, or the reasonableness of the foregoing assumptions underlying, such documentation, forecasts, budgets, projections, estimates or other information) provided by such JBG Party, its Subsidiaries or any other Person to the Vornado Parties. For clarity, none of the representations and warranties set forth in this Article IV pertains to or purports to disclose any information with respect to any JBG Excluded Asset (other than with respect to Liabilities that apply to or could reasonably be expected to adversely impact Newco, Newco OP or any Vornado Included Entity after the Closing), even if such JBG Excluded Asset is owned by a JBG Included Entity prior to the Closing.

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by the Company in this Article V (as qualified by III, none of the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Company, any of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express its Subsidiaries or any other Person makes any representations and warranties), Buyer acknowledges and agrees, on its own behalf and or warranties on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any express or 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Company or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assetsSubsidiaries. Without limiting the foregoingrepresentations and warranties made by the Company in this Article III, no Seller neither the Company nor any other Person will have or be subject to any Liability whatsoever liability or indemnification obligation to BuyerParent, Merger Sub or any other Person, Person resulting from the distribution to Buyer Parent or any of its Affiliates or AdvisorsMerger Sub, or BuyerParent’s or any of its Affiliates’ or Advisors’ Merger Sub’s use of or reliance onof, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Transactions. Each of Parent and Merger Sub acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the Transactions, (c) has been afforded the opportunity to ask questions of and receive answers from officers and other key employees of the Company, and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the Transactions, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company or any of its Affiliates or Advisors in Subsidiaries, other than the Dataroom or otherwise in expectation representations and warranties of the transactions contemplated by Company expressly contained in this Agreement Article III, and that all other representations and warranties are specifically disclaimed. For the avoidance of doubt, neither the Company nor any of its Affiliates makes any other express or any discussions implied representation or warranty with respect to any of “Information” as defined in the foregoing informationConfidentiality Agreement, dated March 14, 2016, between the Company and Parent (the “Confidentiality Agreement”) or “May 31 Synergy Information” as defined in the Confidentiality Agreement, dated May 31, 2016, between the Company and Parent (the “Synergy Confidentiality Agreement”).

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article V (as qualified III or in any certificate delivered by the Disclosure Schedules Company to Parent and in accordance with Merger Sub (and notwithstanding the express terms and conditions (including limitations and exclusions) delivery or disclosure to Parent or its Representatives of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesany documentation, projections, estimates, budgets or other information), Buyer each of Parent and Merger Sub acknowledges and agrees, on its own behalf and on behalf that (x) none of the Buyer GroupCompany, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Company Subsidiaries or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller the Company makes, or has made, any representation or warranty, express or implied, relating to itself or its business or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and Xxxxx has not relied on, is Parent and Merger Sub are not relying onon 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 the Company to make any representation or warranty, express or implied, relating to itself or its business or otherwise in connection with this Agreement and Merger, and will if made, such representation or warranty shall not rely 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 Company’s management, or information made available on (i) any “data sites” are not and shall not be deemed to be or include representations or warranties. Without limiting the accuracy generality of the foregoing, each of Parent and Merger Sub hereby acknowledges and agrees that none of the Company, the Company Subsidiaries or completeness any other Person on behalf of the Company makes, or has made, any express or 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 estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any nature made available component thereof), future cash flows (or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”component thereof) or in that certain datasite administered by Intralinks future financial condition (the “Dataroom”) or elsewhere to Buyer or any component thereof) of its Affiliates the Company, the Company Subsidiaries or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial operations or affairs. Each of Parent and Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, results operations and business of operationsthe Company and, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject in making its determination to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of proceed with the transactions contemplated by this Agreement, including the Merger, each of Parent and Merger 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 discussions with respect materials or information made available to any Parent and/or its Representatives by or on behalf of the foregoing informationCompany.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained made by the Company in this Article V (as qualified by ARTICLE III, neither the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person on behalf of makes any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to the Company or any Sellerof its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the Acquired Assetsdelivery or disclosure to Parent, Merger Sub or the Assumed Liabilities any of their respective Representatives or Affiliates of any documentation, forecasts or other information with respect to any informationone or more of the foregoing, statementsand each of Parent and Merger Sub acknowledge the foregoing. In particular, disclosuresand without limiting the generality of the foregoing, documentsexcept for the representations and warranties made by the Company in this ARTICLE III, projectionsneither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, forecasts Merger Sub or other material any of their respective Representatives or Affiliates with respect to (i) any nature made available financial projection, forecast, estimate, budget or provided prospective information relating to the Company, any of its Subsidiaries or their respective businesses, (ii) any judgment based on actuarial principles, practices or analyses by any Person or as to the future satisfaction or outcome of any assumption, (iii) whether (A) reserves for losses (including in any presentations incurred but not reported losses, loss adjustment expenses whether allocated or other materials prepared by Lazardunallocated, unearned premium or uncollectible reinsurance) (x) are or will be sufficient or adequate for the “Information Presentation”purposes for which they were established or (y) may not develop adversely or (B) the reinsurance recoverables taken into account in determining the amount of such reserves for losses are or will be collectible, or (iv) any oral or written information presented to Parent, Merger Sub or any of their respective Representatives or Affiliates in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transactions. (b) Except for the representations and warranties expressly set forth in ARTICLE IV, the Company hereby agrees and acknowledges that certain datasite administered by Intralinks (neither Parent, Merger Sub nor any of their respective Subsidiaries, nor any other Person, has made or is making, and the “Dataroom”) Company is not relying on, any other express or elsewhere implied representation or warranty with respect to Buyer Parent or any of its Affiliates Subsidiaries or Advisors on behalf of Sellers or any of their Affiliates or Advisorsrespective businesses, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilitiesliabilities, propertiescondition (financial or otherwise) or prospects, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject including with respect to any Liability whatsoever information made available to Buyer, or any other Person, resulting from the distribution to Buyer Company or any of its Representatives or Affiliates (including with respect to any judgment based on actuarial principles, practices or Advisors, analyses by any Person or Buyer’s as to the future satisfaction or outcome of any assumption) or any information developed by the Company or any of its Representatives or 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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing information.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)IV, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Partnership Party nor any other Person on behalf Person, including any Affiliate of any Seller makesPartnership Party, and Xxxxx makes or has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of made any other express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities Partnership Entities or with respect to any information, statements, disclosures, documents, projections, forecasts other information provided to the Buyer Parties or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or AdvisorsRepresentatives in connection with this Agreement, or (ii) any the other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, Transaction Documents or the qualitytransactions contemplated hereby or thereby, quantity or condition of any Seller’s assetsincluding the Merger. Without limiting the generality of the foregoing, no Seller Partnership Party nor any other Person will have or be subject to to, and each Partnership Party disclaims, any Liability whatsoever or other obligation to Buyer, a Buyer Party or any other Person, Person resulting from the distribution or communication to a Buyer or any of Party (including its Affiliates or Advisorsand Representatives) of, or Buyera Buyer Party’s (or any of its such Affiliates’ or Advisors’ Representatives’) use of or reliance onof, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material materials made available available, distributed or communicated (orally or in writing) to a Buyer Party or any of its Affiliates or Advisors Representatives in the Dataroom or otherwise in expectation of connection with the transactions contemplated by this Agreement or the other Transaction Documents, unless any discussions such information is the subject of an express representation or warranty set forth in this Article IV. The Partnership Parties acknowledge and agree that, except for the representations and warranties contained in Article V, 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 accuracy or completeness thereof, either express or implied, whether written or oral, concerning the Buyer Parties 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 and the other Transaction Documents or otherwise with respect to information provided by or on behalf of the Buyer Parties or any of the foregoing informationtheir respective Affiliates or Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) ARTICLE 5, none of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Parent, Buyer acknowledges and agrees, on its own behalf and on behalf Merger Sub or any of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller their Affiliates nor any other Person on behalf of any Seller makes, and Xxxxx of them is making or has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of made any express or implied representation or warranty of any kind or nature whatsoever, including with respect to any SellerParent, the Acquired Assets, its Subsidiaries or the Assumed Liabilities their respective businesses or with respect to any informationother information provided, statementsor made available, 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 Lazard) (to the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Company or any of its Representatives or Affiliates in connection with the Transactions, including the accuracy or Advisors completeness thereof, and Parent and Merger Sub hereby expressly disclaim any such other representations or warranties. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties made by the Company in this Agreement (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any other Company Related Party is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of Sellers or any of the Company, their Affiliates or Advisorsbusinesses, or (ii) any other statement relating to the historicaloperations, current or future businessassets, liabilities, financial condition, results of operations, assetsfuture operating or financial results, Liabilitiesestimates, propertiesprojections, Contractsforecasts, environmental complianceplans or prospects (including the reasonableness of the assumptions underlying such estimates, employee mattersprojections, regulatory complianceforecasts, business risks and prospects plans or prospects) or the accuracy or completeness of any Seller, or information regarding the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, Company or any other Person, resulting from the distribution matter furnished or provided to Buyer Parent or any of its Affiliates Merger Sub or Advisors, or Buyer’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 material made available to Buyer Parent, Merger Sub or their Representatives in any of its Affiliates “data rooms,” “virtual data rooms,” management presentations or Advisors in the Dataroom or otherwise any other form in expectation of the transactions contemplated by of, or in connection with, this Agreement or the Transactions. Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any discussions with respect to such other representations or warranties that may have been made by any Person, and acknowledge and agree that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the foregoing informationCompany and the Transactions and have had an opportunity to discuss and ask questions regarding the Company with the management of the Company.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article V (as qualified by V, the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) Partnership acknowledges that none of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Parent or nature expressed Merger Sub or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of Parent or Merger Sub makes or has made any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to any Sellerto, the Acquired Assets, Parent or the Assumed Liabilities Merger Sub or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or information provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historicalPartnership, current the Partnership GP, the GP Board, the GP Conflicts Committee or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assetstheir Representatives. Without limiting the generality of the foregoing, no Seller except to the extent required otherwise by applicable Law, neither Parent nor any other Person will have or be subject to any Liability whatsoever liability or other obligation to Buyer, the Partnership or the Partnership GP or any other Person, Person resulting from the distribution to Buyer the Partnership, the Partnership GP, the GP Board or any of its Affiliates or Advisorsthe GP Conflicts Committee (including their respective Representatives), or Buyerthe Partnership’s or any of its Affiliates’ the Partnership GP’s (or Advisors’ such Representatives’) use of or reliance onof, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material materials made available to Buyer the Partnership, the Partnership GP, the GP Board, the GP Conflicts Committee or their Representatives in expectation of the Merger, unless any such information is the subject of an express representation or warranty set forth in this Article V. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties contained in Article IV, Parent and Merger Sub have not relied on and none of the Partnership, Partnership GP or any of its their respective Affiliates or Advisors in Representatives has made any representation or warranty, either express or implied, whether written or oral, concerning the Dataroom Partnership, the Partnership GP or otherwise in expectation 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 any discussions otherwise with respect to information provided by or on behalf of the Partnership, the Partnership GP or any of the foregoing informationtheir respective Affiliates or Representatives.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained made by Acquiror and Merger Sub in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)4, Buyer acknowledges and agreesneither Acquiror, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Merger Sub nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of makes any express or implied representation or warranty with respect to any SellerAcquiror, the Acquired Assetsits Subsidiaries, or the Assumed Liabilities their respective businesses, operations, assets, liabilities, conditions (financial 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 Lazard) (the “Information Presentation”otherwise) or in that certain datasite administered by Intralinks (prospects, and Acquiror and Merger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the “Dataroom”) foregoing disclaimer, except as expressly set forth herein neither Acquiror, Merger Sub nor any other Person makes or elsewhere has made any representation or warranty to Buyer the Company or any of its Affiliates or Advisors on behalf of Sellers representatives with respect to: (i) any financial projection, forecast, estimate, budget or prospective information relating to Acquiror, any of its Subsidiaries or their Affiliates or Advisors, respective businesses; or (ii) except for the representations and warranties made by Acquiror and Merger Sub in this Article 4, any other statement relating oral or written information presented to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Company or any of its Affiliates or Advisors, or Buyer’s or any representatives in the course of its Affiliates’ or Advisors’ use their due diligence investigation of or reliance on, any such information, including the Information PresentationAcquiror and Merger Sub, the Projections, any information, statements, disclosures, documents, projections, forecasts negotiation of this Agreement or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation course of the transactions contemplated by this Agreement hereby. (b) Acquiror acknowledges and agrees that neither the Company nor any other Person has made or is making any discussions with respect to any of the foregoing information.express or implied representation or warranty other than those contained in Article 3. Article 5

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by the Company in this Article V III (as qualified by the applicable items disclosed in the Company Disclosure Schedules and Schedule in accordance with the express terms and conditions (including limitations and exclusions) of introduction to this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesArticle III), Buyer acknowledges and agreesneither the Company nor any other Person makes or has made any representation or warranty, on its own behalf and expressed or implied, at law or in equity, with respect to or on behalf of the Buyer GroupCompany or its Subsidiaries, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representationstheir businesses, warranties and statements of any kind or nature expressed or impliedoperations, whether in writtenassets, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any express or 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future businessliabilities, financial condition, results of operations, assetsfuture operating or financial results, Liabilitiesestimates, propertiesprojections, Contractsforecasts, environmental complianceplans or prospects (including the reasonableness of the assumptions underlying such estimates, employee mattersprojections, regulatory complianceforecasts, business risks and prospects plans or prospects) or the accuracy or completeness of any Seller, information regarding the Company or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, its Subsidiaries or any other Personmatter furnished or provided to Parent, resulting from Merger Sub or Merger Sub II or made available to Parent, Merger Sub or Merger Sub II 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 distribution to Buyer transactions contemplated hereby. The Company and its Subsidiaries disclaim any other representations or warranties, whether made by the Company or any of its Affiliates or Advisors, or Buyer’s Subsidiaries or any of its Affiliates’ their respective Affiliates or Advisors’ use Representatives. The Company acknowledges and agrees that, except for the representations and warranties made by Parent, Merger Sub and Merger Sub II in Article IV (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with the introduction to Article IV), none of Parent, Merger Sub, Merger Sub II or reliance onany other Person is making or has made any representations or warranty, any such informationexpressed or implied, including the Information Presentationat law or in equity, the Projectionswith respect to or on behalf of Parent, any informationMerger Sub, statementsMerger Sub II or their respective Subsidiaries, disclosurestheir businesses, documentsoperations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts 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 Parent, Merger Sub, Merger Sub II or their respective Subsidiaries or any other material matter furnished or provided to the Company or made available to Buyer the Company in any “data rooms,” “virtual data rooms,” management presentations or in any of its Affiliates or Advisors in the Dataroom or otherwise other form in expectation of of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by this Agreement or any discussions with respect to Person, and acknowledges and agrees that Parent, Merger Sub and Merger Sub II and their Affiliates have specifically disclaimed and do hereby specifically disclaim any of the foregoing informationsuch other representations and warranties.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained made by AHL in this Article V (as qualified by III, in any certificate delivered pursuant to Sections 6.02(a)-(c) or in the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) case of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)fraud or willful breach, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller neither AHL nor any other Person on behalf of makes any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to AHL or any Sellerof its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the Acquired Assetsdelivery or disclosure to AGM, Tango Holdings, AGM Merger Sub, AHL Merger Sub or the Assumed Liabilities any of their respective Representatives of any documentation, forecasts or other information with respect to any informationone or more of the foregoing, statementsand each of AGM, disclosuresTango Holdings, documentsAGM Merger Sub and AHL Merger Sub acknowledges the foregoing. In particular, projectionsand without limiting the generality of the foregoing, forecasts except for the representations and warranties made by AHL in this Article III, in any certificate delivered pursuant to Sections 6.02(a)-(c) or in the case of fraud or willful breach, neither AHL nor any other material Person makes or has made any express or implied representation or warranty to AGM, Tango Holdings, AGM Merger Sub, AHL Merger Sub or any of their respective Representatives with respect to (i) any nature made available financial projection, forecast, estimate, budget or provided prospect information relating to AHL, any of its Subsidiaries or their respective businesses, (ii) any judgment based on actuarial principles, practices or analyses by any Person or as to the future satisfaction or outcome of any assumption or otherwise concerning reserves for losses, loss adjustment expenses or uncollectible reinsurance or (iii) any oral or written information presented to AGM, Tango Holdings, AGM Merger Sub, AHL Merger Sub or any of their respective Representatives in the course of their due diligence investigation of AHL, the negotiation of this Agreement or the course of the Transactions. (b) Notwithstanding anything contained in this Agreement to the contrary, AHL acknowledges and agrees that neither AGM nor any other Person has made or is making, and AHL expressly disclaims reliance upon, any representations, warranties or statements relating to AGM or its Subsidiaries whatsoever, express or implied, beyond those expressly given by AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub in Article IV, the AGM Disclosure Schedules or any certificate delivered pursuant to this Agreement, including in any presentations implied representation or other materials prepared by Lazard) (warranty as to the “Information Presentation”) accuracy or in that certain datasite administered by Intralinks (the “Dataroom”) completeness of any information regarding AGM furnished or elsewhere made available to Buyer AHL, or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assetsrepresentatives. Without limiting the generality of the foregoing, AHL acknowledges that, except as expressly provided in Article IV, the AGM Disclosure Schedules or any certificate delivered pursuant to this Agreement, no Seller nor any other Person will have representations or be subject warranties are made with respect to any Liability whatsoever projections, forecasts, estimates, budgets or prospect information that may have been made available to Buyer, or any other Person, resulting from the distribution to Buyer AHL or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationrepresentatives.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained made in this Article V (as qualified by III, the Company Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of Letter or any certificate delivered pursuant to this Agreement) (, neither the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of makes any express or implied representation or warranty with respect to any Sellerthe Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement, the Acquired AssetsMerger, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the Assumed Liabilities foregoing disclaimer, except as expressly provided in this Article III, the Company Disclosure Letter or with respect any certificate delivered pursuant to this Agreement, neither the Company nor any information, statements, disclosures, documents, projections, forecasts other Person makes or other material of has made any nature made available representation or provided by any Person (including in any presentations or other materials prepared by Lazard) (warranty to the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates affiliates or Advisors on behalf of Sellers representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their Affiliates or Advisors, respective businesses; or (ii) except for the representations and warranties made in this Article III, the Company Disclosure Letter or any other statement relating certificate delivered pursuant to this Agreement, any oral or written information presented to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates affiliates or Advisorsrepresentatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or Buyer’s in the course of the Merger or the other transactions contemplated by this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that neither the Buyer nor any other Person has made or is making, and the Company expressly disclaims reliance upon, any representations, warranties or statements relating to the Buyer or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Buyer in Article IV, the Buyer Disclosure Letter or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Buyer furnished or made available to the Company, or any of its Affiliates’ or Advisors’ use representatives. Without limiting the generality of or reliance on, any such information, including the Information Presentationforegoing, the ProjectionsCompany acknowledges that, except as expressly provided in Article IV, the Buyer Disclosure Letter or any informationcertificate delivered pursuant to this Agreement, statements, disclosures, documents, no representations or warranties are made with respect to any projections, forecasts forecasts, estimates, budgets or other material made available to prospect information of the Buyer or any of its Affiliates or Advisors in Subsidiaries that may have been made available to the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement Company or any discussions with respect to any of the foregoing informationits representatives.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained made by Parent and Merger Sub in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) IV, none of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Parent, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Merger Sub or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of makes any express or implied representation or warranty with respect to Parent, Merger Sub or their subsidiaries or their respective businesses, results of operations, properties, financial condition, assets or liabilities, and Parent and Merger Sub hereby disclaim any Sellersuch other representations or warranties. In particular, without limiting the Acquired Assetsforegoing disclaimer, none of Parent, Merger Sub or any other Person makes or has made any representation or warranty to 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer Company or any of its Affiliates or Advisors on behalf of Sellers Representatives with respect to (i) any financial projection, forecast, estimate, budget or any of prospect information relating to Parent, Merger Sub, their Affiliates Subsidiaries or Advisors, their respective businesses or (ii) except for the representations and warranties made by Parent and Merger Sub in this Article IV, any other statement relating oral or written information presented to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Company or any of its Affiliates or AdvisorsRepresentatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or Buyer’s in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, the Parent acknowledges and agrees that neither the Company nor any other Person has made or is making any representations or warranties relating to the Company and its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article III hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or its Representatives. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any financial projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent 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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationRepresentatives.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained set forth in this Article V (as qualified by IV or in any certificate delivered hereunder, neither the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company nor any other Person on behalf of any Seller the Company makes, or has made (and Xxxxx has not relied onthe Company, is not relying onon behalf of itself, each of the Company’s Subsidiaries and will not rely on (i) the accuracy or completeness of their respective Affiliates and Representatives, hereby disclaims), any express or implied representation or warranty with respect to the Company or any Seller, of the Acquired Assets, or the Assumed Liabilities Company’s Subsidiaries or with respect to any information, statements, disclosures, documents, projections, forecasts the accuracy or other material completeness of any nature information provided, or made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere available, to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Acquisition Sub or any of their Affiliates or AdvisorsRepresentatives, or (ii) any other statement relating including with respect to the historical, current or future their business, financial condition, results of operations, assets, Liabilitiesliabilities, propertiesconditions (financial or otherwise), Contractsprospects or otherwise in connection with this Agreement, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, the Merger or the qualityother transactions contemplated by this Agreement, quantity or condition of and Parent and Acquisition Sub and their respective Representatives and Affiliates are not relying on, and waive any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or claim based on reliance on, any such 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 or in any certificate delivered hereunder. Except for the representations and warranties expressly set forth in this Article IV or in 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 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 the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts materials or other material information made available to Buyer 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 transactions contemplated by this Agreement, including the electronic data room hosted by Datasite under the title Project Heisman (collectively, the “VDR”). (b) Except for the representations and warranties contained in Article V or in any certificate delivered hereunder, the Company acknowledges and agrees that (i) none of Parent, Parent’s Subsidiaries (including Acquisition Sub) or any other Person on behalf of its Affiliates Parent makes, or Advisors in the Dataroom has made, any express or implied representation or warranty with respect to Parent or Acquisition Sub, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in expectation of connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and the Company is not relying on any representation, warranty or other information of any Person except for those expressly set forth herein and (ii) no Person has been authorized by Parent, Parent’s Subsidiaries (including Acquisition Sub) or any discussions other Person on behalf of Parent to make any representation or warranty relating to Parent or Acquisition Sub or their respective business or otherwise in connection with respect to any of this Agreement and Merger, and if made, such representation or warranty shall not be relied upon by the foregoing informationCompany as having been authorized by either such entity.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article V (as qualified IV or in any certificate delivered by the Disclosure Schedules Company to Parent and in accordance with Merger Sub (and notwithstanding the express terms and conditions (including limitations and exclusions) delivery or disclosure to Parent or its Representatives of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesany documentation, projections, estimates, budgets or other information), Buyer and each of Parent and Merger Sub acknowledges and agrees, on its own behalf and on behalf that (a) none of the Buyer GroupCompany, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind Company Subsidiaries or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller the Company makes, and Xxxxx or has not relied onmade, is not relying on, and will not rely on (i) the accuracy or completeness of any express or implied representation or warranty relating to itself or its business or otherwise in connection with respect to any Sellerthis Agreement, the Acquired Assets, Merger or the Assumed Liabilities other Transactions, and Parent and Merger Sub are not relying on any representation or with respect to any information, statements, disclosures, documents, projections, forecasts or other material warranty of any nature made available or provided Person except for those expressly set forth in this Agreement, (b) no person has been authorized by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (Company, the “Dataroom”) or elsewhere to Buyer Company Subsidiaries or any of its Affiliates or Advisors other Person on behalf of Sellers 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 Affiliates Representatives, including any materials or Advisorsinformation made available to Parent or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or (ii) any other statement relating include representations or warranties. Each of Parent and Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the historical, current or future business, financial condition, results operations and business of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks the Company and prospects of any Seller, or in making its determination to proceed with the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationTransactions, including the Information PresentationMerger, each of Parent and Merger Sub has relied solely on the Projections, results of its own independent investigation and the terms of this Agreement and has not relied directly or indirectly on any information, statements, disclosures, documents, projections, forecasts materials or other material information made available to Buyer Parent or any of its Affiliates Representatives by or Advisors in the Dataroom or otherwise in expectation on behalf of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationCompany.

No Other Representations or Warranties. (a) Except for the express written representations and warranties expressly contained made by the Company Entities in this Article V (as qualified by the Disclosure Schedules Agreement and in accordance with the express terms and conditions (including limitations and exclusions) of any instrument or other document delivered pursuant to this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of Company Entities makes any express or 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers Company Entities or any of their respective Affiliates or Advisorstheir respective businesses, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilitiesliabilities, propertiescondition (financial or otherwise). Notwithstanding anything to the contrary in this Agreement, Contractseach of the Company Entities hereby acknowledges and agrees that except for the express written representations and warranties made by the Parent Entities and the Merger Subs in this Agreement or in any instrument or other document delivered pursuant to this Agreement, environmental compliancenone of the Parent Entities, employee matters, regulatory compliance, business risks and prospects of any Seller, the Merger Subs or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have has made makes any express or be subject implied representation or warranty with respect to the Parent Entities, the Merger Subs or any Liability whatsoever of their respective Affiliates or their respective businesses, operations, assets, liabilities, condition (financial or otherwise). (b) Notwithstanding anything to Buyerthe contrary in this Agreement, each of the Company Entities hereby acknowledges and agrees (on its own behalf and on behalf of the Company Related Parties) that: (i) except for the representations and warranties of the Parent Entities and the Merger Subs expressly set forth in Article V or in any instrument or other document delivered pursuant to this Agreement, (x) none of the Parent Related Parties makes, or has made, any representation or warranty and (y) none of the Company Related Parties is relying on, or has relied on, any representation or warranty made, or information provided, by or on behalf of any Parent Related Party, in each case, regarding any Parent Related Party, its or their business, this Agreement, the Transactions, or any other Personrelated matter; and (ii) each of the Company Entities is a sophisticated party and has made its own independent investigation, resulting from review, and analysis regarding the distribution to Buyer or any of its Affiliates or AdvisorsParent Related Parties and the Transactions, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance onwhich investigation, any such informationreview, and analysis were conducted by the Company Entities together with expert advisors, including the Information Presentationlegal counsel, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationthat they have engaged for such purpose.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)‎ARTICLE 3, Buyer acknowledges and agrees, on its own behalf and on behalf none of the Buyer GroupCompany, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements any of any kind its affiliates or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of Company makes any express or implied representation or warranty of any kind whatsoever, at Law or in equity, with respect to any Sellerthe Company, the Acquired Assetsits Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or the Assumed Liabilities otherwise) or with respect to any informationother information (including projections, statementsestimates, disclosuresforecasts or budgets) provided, documentsor made available, projectionsto 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 material information with respect to any one or more of any nature made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assetsforegoing. Without limiting the foregoing, no Seller neither the Company nor any other Person will have or be subject to any Liability whatsoever liability or other obligation to BuyerParent, Merger Sub or their Representatives or affiliates or any other Person, Person resulting from the distribution to Buyer or any of its Affiliates or AdvisorsParent’s, or BuyerMerger Sub’s or any of its Affiliatestheir Representatives’ or Advisorsaffiliates’ use of or reliance on, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer 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 contained in this ‎ARTICLE 3. (b) Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that (i) neither Parent nor Merger Sub, nor any affiliate or Representative of either of them, has made or is making any representation or warranty relating to Parent, any of its Subsidiaries or Merger Sub, whatsoever, express or implied, beyond those expressly given by Pxxxxx and Merger Sub in ARTICLE 4 and the certificate delivered by the Parent and Merger Sub pursuant to Section 6.3(c), including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent and its Subsidiaries furnished or made available to the Company or any of its Affiliates Representatives, (ii) all other representations and warranties of any kind or Advisors nature whether express, implied or statutory are specifically disclaimed by Parent and Merger Sub, and (iii) the Company is not relying and has not relied on any such other representation or warranty not set forth in ARTICLE 4 and the Dataroom or otherwise in expectation of certificate delivered by the transactions contemplated by this Agreement or any discussions with respect Parent and Merger Sub pursuant to any of the foregoing informationSection 6.3(c).

No Other Representations or Warranties. Except for the representations and warranties expressly contained made by Parent in this Article V IV (as qualified by the applicable items disclosed in the Parent Disclosure Schedules and Schedule in accordance with the express terms and conditions introduction to this Article IV), neither Parent nor any other Person (including limitations and exclusionsany Merger Sub) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)makes or has made any representation or warranty, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether at law or in writtenequity, electronic with respect to or oral form, and that no Seller nor any other Person on behalf of any Seller makesParent or its Subsidiaries, and Xxxxx has not relied ontheir businesses, is not relying onoperations, and will not rely on (i) the accuracy or completeness of any express or implied representation or warranty with respect to any Sellerassets, 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future businessliabilities, financial condition, results of operations, assetsfuture operating or financial results, Liabilitiesestimates, propertiesprojections, Contractsforecasts, environmental complianceplans or prospects (including the reasonableness of the assumptions underlying such estimates, employee mattersprojections, regulatory complianceforecasts, business risks and prospects plans or prospects) or the accuracy or completeness of any Sellerinformation regarding Parent or its Subsidiaries 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 form in expectation of, or in connection with, this Agreement or the qualitytransactions contemplated hereby. Parent and its Subsidiaries (including each Merger Sub) disclaim any other representations or warranties, quantity whether made by Parent or condition any of its Subsidiaries (including any Seller’s assetsMerger Sub) or any of their respective Affiliates or Representatives. Without limiting Each of Parent, Merger Sub and Merger Sub II acknowledges and agrees that, except for the foregoingrepresentations and warranties made by the Company in Article III (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with the introduction to Article III), no Seller neither the Company nor any other Person will have is making or be subject 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 Liability whatsoever to Buyer, information regarding the Company or its Subsidiaries or any other Person, resulting from the distribution matter furnished or provided to Buyer Parent or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer Parent in any “data rooms,” “virtual data rooms,” management presentations or in any of its Affiliates or Advisors in the Dataroom or otherwise other form in expectation of of, or in connection with, this Agreement, or the transactions contemplated hereby or thereby. Each of Parent, Merger Sub and Merger Sub II specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by this Agreement or any discussions with respect to Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any of the foregoing informationsuch other representations and warranties.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) 5, none of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)Parent, Buyer acknowledges and agrees, on Merger Sub or any of its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Affiliates nor any other Person on behalf of any Seller makes, and Xxxxx of them makes or has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of made any express or implied representation or warranty with respect to any SellerParent, the Acquired Assets, its Subsidiaries or the Assumed Liabilities their respective businesses or with respect to any informationother information provided, statementsor made available, disclosuresto the Company, documentsits Subsidiaries or their respective Representatives or Affiliates in connection with the Transactions, projectionsincluding the accuracy or completeness thereof. Parent and Merger Sub acknowledge and agree that, forecasts 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 other material of has made any nature made available representations or provided by any Person (including in any presentations warranties, expressed or other materials prepared by Lazard) (the “Information Presentation”) implied, at law or in that certain datasite administered by Intralinks (equity, with respect to or on behalf of the “Dataroom”) or elsewhere to Buyer Company or any of its Affiliates or Advisors on behalf of Sellers or any of Subsidiaries, their Affiliates or Advisorsbusinesses, or (ii) any other statement relating to the historicaloperations, current or future businessassets, liabilities, financial condition, results of operations, assetsfuture operating or financial results, Liabilitiesestimates, propertiesprojections, Contractsforecasts, environmental complianceplans or prospects (including the reasonableness of the assumptions underlying such estimates, employee mattersprojections, regulatory complianceforecasts, business risks and prospects plans or prospects) or the accuracy or completeness of any Seller, or information regarding the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer Company or any of its Affiliates or Advisors, or Buyer’s Subsidiaries or any of its Affiliates’ other matter furnished or Advisors’ use of provided to Parent or reliance on, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts Merger Sub or other material made available to Buyer Parent, Merger Sub or their Representatives in the Data Room or any of its Affiliates other “data rooms,” “virtual data rooms,” management presentations or Advisors in the Dataroom or otherwise any other form in expectation of the transactions contemplated by of, or in connection with, this Agreement or the Transactions. Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any discussions with respect to such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Merger Sub have conducted their own independent investigation of the foregoing informationCompany and the Company Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding the Company and the Company Subsidiaries’ businesses with the management of the Company.

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 or opinions (whether written or oral) of Parent or its Affiliates (except the specific representations made in Article V). Except for the representations and warranties expressly contained in this Article V (as qualified and in the certificate delivered by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warrantiesParent pursuant to Section 9.2(f ), Buyer the Company acknowledges and agreesthat (a) neither Parent, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller 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 any Seller makesoperations, and Xxxxx has not relied oncondition (financial or otherwise) or prospects, is not relying on, and will not rely on including with respect to (i) the accuracy merchantability or completeness of fitness for any express particular use or 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisorspurpose, or (ii) any other statement relating to the historicalprobable success or profitability of Parent, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, its Subsidiaries or the qualitybusiness thereof after the Closing Date, quantity or condition and (b) except (subject to Section 4.26 and Section 5.26 ) in the case of any Seller’s assets. Without limiting the foregoingcommon law fraud, no Seller neither Parent, Merger Sub nor any other Person will have or be subject to any Liability whatsoever liability or indemnification obligation to Buyer, the Company or any other Person resulting from the distribution to the Company or any other Person, resulting from or their use, of any information provided in connection with the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such informationTransactions, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer them in certain"data rooms" or management presentations or in any of its Affiliates or Advisors in the Dataroom or otherwise other form in expectation of of, or in connection with, the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationTransactions.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained set forth in this Article V (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties)III, Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind neither Parent or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Merger Sub nor any other Person on behalf of any Seller Parent or Merger Sub makes, or has made (and Xxxxx Parent, on behalf of itself, its Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) and the Company has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any express or implied representation or warranty with respect to Parent, Merger Sub, any Sellerof their respective Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement or the transactions contemplated hereby, including as to the accuracy or completeness of any information. (b) Except for the representations and warranties contained in Article IV or in any certificate delivered by the Company to Parent and Merger Sub, each of Parent and Merger Sub acknowledges and agrees that (x) none of the Company, the Acquired AssetsCompany Subsidiaries or any other Person on behalf of the Company makes, or has made, any express or implied representation or warranty with respect to the Assumed Liabilities Company or any Company Subsidiary or with respect to any information, statements, disclosures, documents, projections, forecasts the accuracy or other material completeness of any nature information provided, or made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere available, to Buyer or any of its Affiliates or Advisors on behalf of Sellers Parent, Merger Sub or any of their Affiliates or AdvisorsRepresentatives, or (ii) any other statement relating including with respect to the historical, current or future their business, financial condition, results of operations, assets, Liabilitiesliabilities, propertiesconditions (financial or otherwise), Contractsprospects or otherwise in connection with this Agreement, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, the Merger or the qualityother transactions contemplated by this Agreement, quantity and Parent and Merger Sub and their respective Representatives are not relying on any representation, warranty or condition other information of the Company or any Seller’s assetsPerson except for those expressly set forth in Article IV or (y) 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 the Company or its business or otherwise in connection with this Agreement and the 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. Without limiting the generality of the foregoing, no Seller Parent and Merger Sub acknowledge and agree that, 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 will have has made a representation or warranty (including as to completeness or accuracy) to Parent or Merger Sub with respect to, and neither the Company nor any Company Subsidiary or any other Person shall be subject to any Liability whatsoever liability to BuyerParent, Merger Sub or any other PersonPerson resulting from, the Company or any Company Subsidiary or their respective Representatives providing, or making available, to Parent, Merger Sub or any of their Subsidiaries or their respective Representatives, or resulting from the distribution to Buyer omission of, any financial estimate, financial projection, financial prediction, financial data, financial information or any of its Affiliates or Advisorsmemorandum, or Buyer’s presentation or any of its Affiliates’ other materials or Advisors’ use of or reliance on, any such informationinformation relating to the foregoing, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts materials or other material information made available to Buyer Parent and/or its Representatives in connection with presentations by the Company’s management or information made available on any “data sites”. Each of Parent and Merger Sub acknowledges that it has conducted, to its Affiliates satisfaction, its own independent investigation of the condition (financial or Advisors otherwise), operations and business of the Company and its Subsidiaries and, in the Dataroom or otherwise in expectation of making its determination to proceed with the transactions contemplated by this Agreement Agreement, including the Merger, each of Parent and Merger Sub has relied solely on the results of its own independent investigation and representations and warranties set forth in Article IV and has not relied directly or indirectly on any discussions materials or information made available to Parent and/or its Representatives by or on behalf of the Company. (c) Nothing in this Section 3.10 shall be deemed to preclude Parent or Merger Sub from using information made available to Parent or Merger Sub in connection with any presentations by the Company’s management or information made available (or omitted to be made available) to Parent or Merger Sub for purposes of making any claims of Fraud with respect to any breach of the foregoing informationrepresentations and warranties contained in Article IV.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V (as qualified by III or in any certificate delivered pursuant to this Agreement, neither the Disclosure Schedules 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 in accordance with its Subsidiaries and the express terms and conditions Company disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent, Merger Sub 1, Merger Sub 2 or any of their respective Affiliates or Representatives of any documentation or other information (including limitations any financial information, supplemental data or financial projections or other forward-looking statements). The Company acknowledges and exclusions) of agrees that except for the representations and warranties expressly set forth in Article IV or in any certificate delivered pursuant to this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only , none of Parent, Merger Sub 1, Merger Sub 2 nor any other Person makes any other express or implied representation or warranty on such express representations behalf of Parent, Merger Sub 1 or Merger Sub 2 with respect to Parent and warranties), Buyer its Subsidiaries. The Company acknowledges and agrees, on its own behalf and on behalf of itself and its Subsidiaries, that, except for the Buyer Grouprepresentations and warranties expressly set forth in Article IV or in any certificate delivered pursuant to this Agreement, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller nor any other Person on behalf of any Seller makes, and Xxxxx it has not relied on, is not relying on, and will not rely on or otherwise been induced by: (i) any express or implied representation or warranty relating to Parent, Merger Sub 1, Merger Sub 2 or any of their businesses or operations in connection with this Agreement or the 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 accuracy or completeness of any express or implied representation or warranty with respect to any Sellerother representation, the Acquired Assetswarranty, or the Assumed Liabilities or with respect to any estimate, projection, prediction, data, financial information, statementsmemorandum, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations presentation or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisors, or Buyer’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 material made available to Buyer or any of its Affiliates or Advisors in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing information.

No Other Representations or Warranties. Except for the representations and warranties expressly contained set forth in this Article V ARTICLE II, (as qualified by the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusionsa) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no neither Seller nor any other Person makes any representation or warranty (whether express or implied) on behalf of any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any express or 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 Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their respective Representatives in connection with this Agreement, the other Transaction Agreements, the Business, the Purchased Assets, the Assumed Liabilities, Seller, any of Seller’s Affiliates or Advisorsthe Transactions, and (b) Seller hereby disclaims any such representation or warranty, express or implied, oral or written (including, without limitation, any representation or warranty in the CIM) or any implied representation or warranty as to condition, value, merchantability, non-infringement, validity, completeness, fitness or suitability for any specific purpose, or as to future revenue, profitability or success of the Business, notwithstanding the delivery or disclosure to Purchaser, its Affiliates or their Representatives of any materials, documentation or other information during the course of due diligence or any negotiation process in contemplation of any of the Transactions (ii) including, without limitation, the CIM, any other statement relating to the historicalinformation memoranda, current data room materials, projections, estimates, management presentations, budgets and financial data and reports); provided that Purchaser does not hereby waive any claim for actual fraud, gross negligence or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any criminal misconduct by Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its Affiliates or Advisorsany of their respective Representatives in connection with the Transactions. Notwithstanding anything to the contrary contained herein, no representation or warranty contained in this ARTICLE II is intended to, or Buyer’s does, cover or otherwise pertain to any assets that are not included in the Purchased Assets 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 material made available to Buyer or any of its Affiliates or Advisors Liabilities that are not included in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing informationAssumed Liabilities.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly contained in this Article V (as qualified by III and the Disclosure Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Xxxxx relied only on such express corresponding representations and warrantieswarranties set forth in the Company’s officers’ certificate to be delivered pursuant to Section 6.2(c), Buyer each Parent Party acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, and that no Seller Company Party nor any other Person on behalf of a Company Party makes any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or completeness of any other express or implied representation or warranty with respect to the Company Parties or any Sellerof their Subsidiaries or their respective businesses, the Acquired Assetsoperations, assets, liabilities or the Assumed Liabilities conditions (financial or otherwise) with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or information provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates the Parent Parties in connection with this Agreement or Advisors the Transactions, and the Company Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, no Company Party nor any other Person on behalf of Sellers the Company makes or has made any representation or 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 be delivered pursuant to Section 6.2(c), to any Parent Party or any of their respective Affiliates or AdvisorsRepresentatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to any Company Party or its respective Subsidiaries or its businesses; or (ii) any other statement relating oral or written information presented to any Parent Party or any of their respective Affiliates or Representatives in the historicalcourse of their due diligence investigation of the Company, current the negotiation of this Agreement or future business, financial condition, results in the course of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assetsTransactions. Without limiting the foregoing, no Seller No Company Party nor any other Person will have or be subject to any Liability whatsoever liability to Buyer, any Parent Party or any other Person, Person resulting from the distribution to Buyer any Parent Party, or any of its Affiliates or Advisors, or BuyerParent Party’s or any of its Affiliates’ or Advisors’ use of or reliance onof, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer 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). (b) Notwithstanding anything contained in this Agreement to the contrary, the Company Parties acknowledge and agree that no Parent Party nor any other Person on behalf of Parent has made or is making any representations or warranties relating to any Parent Party or their respective Subsidiaries whatsoever, express or implied, beyond those expressly given by the Parent Parties in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding any Parent Party furnished or made available to the Company Parties or any of its Affiliates their Representatives, and that the Company Parties have not relied on any such other representation or Advisors warranty not set forth in this Agreement. Without limiting the generality of the foregoing, the Company Parties acknowledge that, except for the representations and warranties contained in this Article III and the corresponding representations and warranties set forth in the Dataroom Company’s officers’ certificate to be delivered pursuant to Section 6.2(c), no representations or otherwise in expectation of the transactions contemplated by this Agreement or any discussions warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to the Company Parties or any of their Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the foregoing informationTransactions).