Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)V, none of the Companyneither Acquiror nor Merger Sub, any of its affiliates or nor any other Person on behalf of the Company Person, has made or makes any other express or implied representation or warranty (and there is and has been no reliance by Parentwarranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect available to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub parties or their respective Representatives and expressly disclaims any such other representations or affiliates in connection with the Transactions, including the accuracy or completeness thereofwarranties. Without limiting the foregoing, neither the Company Acquiror nor Merger Sub, nor any other Person will Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or be subject prospect information relating to any liability Acquiror or other obligation to Parent, Merger Sub or their Representatives (b) any oral or, except for the representations and warranties expressly made by Acquiror or affiliates or any other Person resulting from Parent’sMerger Sub in this Article V, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material written information made available to Parent, the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure LetterSchedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), none of the Company, any of its affiliates or Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the Company makes accuracy or completeness of any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Companyany Seller, the Company Subsidiaries Acquired Assets, or their respective businesses the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other information provided, material of any nature made available or made available, provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Parent, Merger Sub Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their respective Representatives Affiliates or affiliates in connection with the Transactions, including the accuracy or completeness thereofAdvisors. Without limiting the foregoing, neither the Company no Seller nor any of its Advisors or any other Person will have or be subject to any liability or other obligation Liability whatsoever to ParentPurchaser, Merger Sub or their Representatives or affiliates or any other Person Person, resulting from Parent’sthe distribution to Purchaser or any of its Affiliates or Advisors, Merger Subor Purchaser’s or their Representativesany of its Affiliates’ or affiliatesAdvisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Parent, Merger Sub Purchaser or their Representatives any of its Affiliates or affiliates, including any information made available Advisors in the electronic data room maintained by the Company for purposes Dataroom or otherwise in expectation of the Transactions, teasers, marketing materials, consulting reports Transactions or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses any discussions with respect to questions submitted on behalf any of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)foregoing information.

No Other Representations or Warranties. Except for the representations and warranties as otherwise expressly set forth provided in this Article III IV (as qualified may be modified by the Company Disclosure LetterSchedule), none of the CompanyCompany hereby expressly disclaims and negates, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Company and there is its Affiliates, and has been no reliance by Parentany matter relating to any of them, Merger Sub including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Purchaser Parties, their Affiliates or any of their respective affiliatesrepresentatives by, officersor on behalf of, directorsPurchaser Parties, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on and any such representation representations or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereofwarranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as may be modified by the Company Disclosure Schedule), neither the Company nor any other Person will have on behalf thereof has made or be subject makes, any representation or warranty, whether express or implied, with respect to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts forecasts, estimates or other material budgets made available to Parentthe Purchaser Parties, Merger Sub or their Representatives Affiliates or affiliatesany of their respective representatives of future revenues, including future results of operations (or any information made available in the electronic data room maintained by component thereof), future cash flows or future financial condition (or any component thereof) of the Company for purposes (including the reasonableness of the Transactionsassumptions underlying any of the foregoing), teasers, marketing materials, consulting reports whether or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives not included in any presentation or in any other form in connection with the Transactions, unless and information made available to the extent Purchaser Parties, or their Affiliates or any of their representatives or any other Person, and any such information is representations or warranties are expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)disclaimed.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)IV, none of the CompanyParent, any of its affiliates Merger Sub or any other Person on behalf of the Company Parent or Merger Sub makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries. Parent and Merger Sub each acknowledges and agrees that except for the representations and warranties expressly set forth in Article III, (a) 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 Merger and there is Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in Article III, (b) no Person other than the Company has been no reliance authorized by the Company or any of its Subsidiaries, as applicable, to make any representation or warranty relating to the Company or any of its Subsidiaries or the business of the Company or any of its Subsidiaries or otherwise in 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 (c) except to the extent the subject of any representation or warranty expressly set forth in Article III, any estimates, projections, predictions, data, financial information, memoranda, presentations or other materials or information provided to Parent, Merger Sub or any of their respective affiliatesrepresentatives are not, officersand shall not be deemed to be or include, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives representations or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)warranties.

No Other Representations or Warranties. Except for the representations and warranties made by Company in this Article III or in the certificate delivered pursuant to Section 7.2(d), neither Company (nor any other person on Company’s behalf) makes or has made any other express or implied representation or warranty with respect to Company or its Subsidiaries or their respective business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, or with respect to any estimates, projections, forecasts and other forward-looking information or business or strategic plan information regarding Company and its Subsidiaries, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to this Agreement or any financial statements, including projections, estimates, forecasts or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, “data rooms” maintained by Company or its Representatives, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Parent and Merger Sub or any of their respective affiliates, stockholders or Representatives (in any form or through any medium). In particular, and without limiting the generality of the foregoing, except as expressly set forth in this Article III (as qualified by or in the Company Disclosure Lettercertificate delivered pursuant to Section 7.2(d), none of the Company, any of its affiliates or neither Company (nor any other Person person on behalf of the Company Company’s behalf) makes or has made any express or implied representation or warranty (and there is and has been no reliance by to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) Representatives with respect to the (a) any financial projection, forecast, estimate, budget or prospect information relating to Company, the Company any of its Subsidiaries or their respective businesses or with respect to (b) any other oral or written information provided, or made available, presented to Parent, Merger Sub or any of their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by course of their due diligence investigation of Company, the Company for purposes negotiation of this Agreement or the course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)transactions related hereto.

No Other Representations or Warranties. Except for the representations and warranties made by Parent and Merger Sub in this Article IV or the certificate delivered pursuant to Section 7.3(c), neither Parent nor Merger Sub (nor any other person on their behalf) makes or has made any other express or implied representation or warranty with respect to Parent, Merger Sub or their Subsidiaries or affiliates or their respective business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, or with respect to any estimates, projections, forecasts and other forward-looking information or business or strategic plan information regarding Parent, Merger Sub and their Subsidiaries, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to this Agreement or any financial statements, including projections, estimates, forecasts or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, “data rooms” maintained by Parent, Merger Sub or their Representatives, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Company or any of its affiliates, stockholders or Representatives (in any form or through any medium). In particular, and without limiting the generality of the foregoing, except as expressly set forth in this Article III (as qualified by IV or the Company Disclosure Lettercertificate delivered pursuant to Section 7.3(c), none of the Company, any of its affiliates or neither Parent nor Merger Sub (nor any other Person person on behalf of the Company their behalf) makes or has made any express or implied representation or warranty to Company or any of its Representatives with respect to (and there is and has been no reliance by a) any financial projection, forecast, estimate, budget or prospect information relating to Parent, Merger Sub or Sub, any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect (b) any oral or written information presented to Company or any other information provided, or made available, to Parent, Merger Sub or their of its respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or course of their Representatives or affiliates or any other Person resulting from Parent’s, due diligence investigation of Parent and Merger Sub’s , the negotiation of this Agreement or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)transactions related hereto.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by III, neither the Company Disclosure Letter)nor any other Person on behalf of the Company or its Subsidiaries makes any other express or implied representation or warranty with respect to the Company or its Subsidiary or with respect to any other information provided by or on behalf of the Company or its Subsidiaries to Parent or Merger Sub in connection with the transactions contemplated by this Agreement, including the accuracy, completeness or timeliness thereof. The Company acknowledges that, except for the representations and warranties contained in Article IV, none of the CompanyParent, Merger Sub, or any of its affiliates their Affiliates or Representatives or any other Person makes (and the Company is not relying on) any representation or warranty, express or implied, to the Company in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company acknowledges that none of Parent, Merger Sub, or any other Person on behalf of the Company makes any express Parent or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability to the Company or other obligation to Parent, Merger Sub or their its Representatives or affiliates or any other Person Affiliates resulting from Parent’s, Merger Subthe Company’s or their its Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Company or their its Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersAffiliates, marketing materials, consulting reports or materials, confidential information memorandamemorandums, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Company or their respective its Representatives or in any other form in connection with the TransactionsAffiliates, unless and except to the extent any such information is expressly included in a representation or warranty contained in Article IV. Nothing in this Article III (as qualified by Section 3.31 shall impact any rights that the Company Disclosure Letter)may have in the case of fraud on the part of the Parent or Merger Sub.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by V, the Company Disclosure Letter), Partnership acknowledges that none of the Company, any of its affiliates Parent or Merger Sub or any other Person on behalf of the Company Parent or Merger Sub makes or has made any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries Parent or their respective businesses Merger Sub or with respect to any other information providedprovided to the Partnership, or made availablethe Partnership GP, to Parentthe GP Board, Merger Sub the GP Conflicts Committee or their respective Representatives or affiliates in connection with the Transactions, including Merger or the accuracy or completeness thereofother transactions contemplated hereby. Without limiting the generality of the foregoing, except to the extent required otherwise by applicable Law, neither the Company Parent nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub the Partnership or their Representatives or affiliates the Partnership GP or any other Person resulting from Parent’sthe distribution to the Partnership, Merger Subthe Partnership GP, the GP Board or the GP Conflicts Committee (including their respective Representatives) of, or the Partnership’s or their the Partnership GP’s (or such Representatives’ or affiliates’ ’) use of of, any such information, including any information, documents, projections, forecasts or other material materials made available to Parentthe Partnership, Merger Sub the Partnership GP, the GP Board, the GP Conflicts Committee or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes expectation of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the TransactionsMerger, unless and to the extent any such information is expressly included in a the subject of an express representation or warranty contained set forth in this Article III 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, the Partnership GP or any of their respective Affiliates or Representatives has made any representation or warranty, either express or implied, whether written or oral, concerning the Partnership, the Partnership GP or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (as qualified financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to information provided by or on behalf of the Company Disclosure Letter)Partnership, the Partnership GP or any of their respective Affiliates or Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Partnership Parties in this Article III (as qualified by the Company Disclosure Letter)ARTICLE VI, none of the Company, any of its affiliates or Partnership Parties nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Partnership Parties or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and there is and each of the Partnership Parties hereby expressly disclaims any such other representations or warranties. In particular, without limiting the foregoing, none of the Partnership Parties nor any other Person makes or has been no reliance by Parentmade any representation or warranty to the Parent Parties, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Affiliates or authorized agents on any such representation or warranty) Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the CompanyPartnership Parties, the Company Subsidiaries any of their respective Affiliates or any of their respective businesses or with respect (b) any oral or, except for the representations and warranties made by any of the Partnership Parties in this ARTICLE VI, written information made available to any other information provided, or made available, to Parentthe Parent Parties, Merger Sub or any of their respective Affiliates or Representatives in the course of their evaluation of the Partnership, the negotiation of this Agreement or affiliates in connection with the course of the Transactions, including the accuracy or completeness thereof. Without limiting Notwithstanding the foregoing, neither nothing in this Section 6.16 shall limit the Company nor any other Person will have Parent Parties’ or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s remedies with respect to intentional or their Representatives’ willful misrepresentation of material facts that constitute common law fraud arising from or affiliates’ use of any information, documents, projections, forecasts or other material relating to the express representations and warranties made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained Partnership in this Article III (as qualified by the Company Disclosure Letter)ARTICLE VI.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)3 and any certificate delivered in connection herewith, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person on behalf of the Company will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other similar material made available to Parent, Merger Sub or their Representatives or affiliates, including any such information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersTransactions or contained in a teaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information projections, forecasts or similar material is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)3.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by Section 5, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company, the Company’s Subsidiaries or the transactions contemplated by this Agreement, and the Company disclaims any other representations or warranties, whether made by the Company or any of its Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties expressly contained in this Section 5, the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (and there is and has been no reliance by orally or in writing) to Parent, Merger Sub or any of their respective affiliatesAffiliates or representatives (including any opinion, officersinformation, directorsprojection, employeesor advice that may have been or may be provided to Parent by any director, accountantsofficer, consultantsemployee, legal counselagent, investment bankersconsultant, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, representative of the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereofof its Affiliates). Without limiting the generality of the foregoing, and for the avoidance of doubt, neither the Company nor any other Person will have or be subject to makes any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained with respect to the performance of the Company’s new GreenLight HPS™ technology or any of the Company’s other new urology products that were introduced at the American Urological Association annual meeting in this Article III late May 2006 (as qualified by collectively, the Company Disclosure Letter“New Product Introductions”), the attractiveness of the New Product Introductions to, or the rate of adoption of the New Product Introductions by, current and new customers, the effect of the New Product Introductions on sales of the Company’s other product offerings, the Company’s ability to ramp up production of the New Product Introductions to meet anticipated demand, the Company’s ability to compete with similar product offerings and other therapies for the treatment of BPH, or the impact on sales and pricing of the New Product Introductions and the Company’s other product offerings of possible reductions in private and public payer reimbursement levels for the PVP procedure.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by IV, Parent and Merger Sub acknowledge that neither the Company Disclosure Letter), none of the Company, any of its affiliates or Partnership nor any other Person on behalf of the Company Partnership makes or has made any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses Partnership or with respect to any other information provided, or made available, provided to Parent, Merger Sub Sub, the Parent Board or their respective Representatives or affiliates Representatives, in connection with the Transactions, including Merger or the accuracy or completeness thereofother transactions contemplated hereby. Without limiting the generality of the foregoing, except as required by applicable Law, neither the Company Partnership nor any other Person will have or be subject to any liability or other obligation to Parent, Parent or Merger Sub or their Representatives or affiliates or any other Person resulting from the distribution to Parent or Merger Sub (including their respective Representatives) of, or Parent’s, ’s or Merger Sub’s (or their such Representatives’ or affiliates’ ’) use of of, any such information, including any information, documents, projections, forecasts or other material materials made available to Parent or Merger Sub in expectation of the Merger, unless any such information is the subject of an express representation or warranty set forth in this Article IV. The Partnership and the Partnership GP acknowledge and agree that, except for the representations and warranties contained in Article V, the Partnership and the Partnership GP have not relied on and none of Parent, Merger Sub or any of their respective Affiliates or Representatives has made any representation or affiliateswarranty, including either express or implied, whether written or oral, concerning Parent, Merger Sub or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to information made available in the electronic data room maintained provided by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or any of their respective Representatives Affiliates 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 III (as qualified by the Company Disclosure Letter)Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified IV, none of Parent, Merger Sub nor any other Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or its Subsidiaries or with respect to any other information provided by or on behalf of Parent or its Subsidiaries to the Company Disclosure Letter)in connection with the transactions contemplated by this Agreement, including the accuracy, completeness or timeliness thereof. Each of Parent and Merger Sub acknowledges that, except for the representations and warranties contained in Article III, none of the Company, Company or any of its affiliates Affiliates or Representatives or any other Person makes (and Parent and Merger Sub are not relying on) any representation or warranty, express or implied, to Parent or Merger Sub in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledges that neither the Company nor any other Person on behalf of the Company makes any express will have or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect be subject to any other information provided, or made available, liability to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person Affiliates resulting from Parent’s, Merger Sub’s or their respective Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their respective Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersAffiliates, marketing materials, consulting reports or materials, confidential information memorandamemorandums, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the TransactionsAffiliates, unless and except to the extent any such information is expressly included in a representation or warranty contained in Article III. Nothing in this Article III (as qualified by Section 4.19 shall impact any rights Parent or Merger Sub may have in the Company Disclosure Letter)case of fraud on the part of the Company.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Xxxxxx Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)V, none of the Companyneither Acquiror nor Merger Sub, any of its affiliates or nor any other Person on behalf of the Company Person, has made or makes any other express or implied representation or warranty (and there is and has been no reliance by Parentwarranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect available to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub parties or their respective Representatives and expressly disclaims any such other representations or affiliates in connection with the Transactions, including the accuracy or completeness thereofwarranties. Without limiting the foregoing, neither the Company Acquiror nor Merger Sub, nor any other Person will Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or be subject prospect information relating to any liability Acquiror or other obligation to Parent, Merger Sub or their Representatives (b) any oral or, except for the representations and warranties expressly made by Acquiror or affiliates or any other Person resulting from Parent’sa Merger Sub in this Article V, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material written information made available to Parent, the other parties hereto in the course of their evaluation of Acquiror and the Merger Sub and the negotiation of this Agreement or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)IV, none of the CompanyPartnership, any of its affiliates the Partnership GP, or any other Person on behalf of the Company makes or has made any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyPartnership, the Company Subsidiaries or their respective businesses Partnership GP or with respect to any other information provided, provided to Parent or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including Merger or the accuracy or completeness thereofother transactions contemplated hereby. Without limiting the generality of the foregoing, neither none of the Company nor Partnership, the Partnership GP or any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from the distribution to Parent or Merger Sub (including their respective Representatives) of, or Parent’s, ’s or Merger Sub’s (or their such Representatives’ or affiliates’ ’) use of of, any such information, including any information, documents, projections, forecasts or other material materials made available to Parent or Merger Sub in expectation of the Merger, unless any such information is the subject of an express representation or warranty set forth in this Article IV. The Partnership and the Partnership GP acknowledge and agree that, except for the representations and warranties contained in Article V, the Partnership and the Partnership GP have not relied on, and none of Parent, Merger Sub or any of their respective Affiliates or Representatives has made, any representation or affiliateswarranty, including either express or implied, whether written or oral, concerning Parent, Merger Sub or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to information made available in the electronic data room maintained provided by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or any of their respective Representatives Affiliates 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 III (as qualified by the Company Disclosure Letter)Representatives.

No Other Representations or Warranties. Except for the express written representations and warranties expressly set forth made by Parent and Merger Sub in this Article III (as qualified by the Company Disclosure Letter)V, none of the CompanyParent, any of its affiliates Merger Sub or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by regarding Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Affiliates or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries of its or their respective businesses businesses, operations, assets, liabilities, conditions (financial or with respect to any other information provided, otherwise) or made available, to Parent, Merger Sub prospects or its or their respective Representatives in connection with this Agreement or affiliates the transactions contemplated by this Agreement, and each of Parent and Merger Sub expressly disclaims any other representations or warranties; provided, however, that notwithstanding the foregoing provisions of this Section 5.09, nothing in this Section 5.09 shall limit the Company’s remedies with respect to claims of Fraud or Willful Breach in connection with, arising out of or otherwise related to this Agreement and the transactions contemplated by this Agreement or any instrument or other document delivered pursuant to this Agreement. Neither Parent nor Merger Sub is relying, and neither Parent nor Merger Sub has relied on or is or will be entitled to rely on, any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Article IV, including the Company Disclosure Schedule. Such representations and warranties by the Company in Article IV and the Company Disclosure Schedule constitute the sole and exclusive representations and warranties of or on behalf of the Company in connection with the Transactions, and each of Parent and Merger Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory, including as to the completeness or accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor of any other Person will have representations or be subject to any liability or other obligation to Parentwarranties, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained are specifically disclaimed by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Company.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III IV (as qualified modified by the Company Disclosure Letter)Schedules hereto) and in this Agreement and the Seller Documents, none of the Company, neither any of its affiliates or Seller nor any other Person on behalf of the Company makes any express or implied representation or warranty (with respect to Sellers, the Companies, the Businesses or the transactions contemplated by the Seller Documents, and there is and has been no reliance Sellers disclaim any other representations or warranties, whether made by Parentany Seller, Merger Sub any Affiliate of any Seller, or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives agents or authorized agents on any such representation or warranty) with respect to representatives. Except for the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless representations and to the extent any such information is expressly included in a representation or warranty warranties contained in this Article III IV hereof (as qualified modified by the Schedules hereto) and in this Agreement and the Seller Documents, no Seller makes any representations or warranties whatsoever to Purchaser and hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any confidential memoranda or other documents distributed by or on behalf of Sellers relating to the Shares or the Businesses or other publication or data room information provided to Purchaser or its representatives, including any vendor due diligence report, or any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of any Seller or any of their respective Affiliates). The disclosure of any matter or item in any Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed or is material, or that such matter would result in a Company Disclosure Letter)Material Adverse Effect.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)3, none of the Company, the Sellers or any of its affiliates their respective Related Parties has made or any other Person on behalf of the Company makes is making any express or implied representation or warranty (and there is and has been no reliance by Parentof any nature to the Buyer, Merger Sub or any of their respective affiliatesRelated Parties, officersat law or in equity, directorswith respect to matters relating to the Sellers, employeesthe Company and its Subsidiaries, accountantstheir respective Related Parties, consultantstheir respective businesses, legal counselthe Company Equity Interests or any other matter related to or in connection with the transactions contemplated hereby, investment bankersand the Company, advisors, representatives or authorized agents the Sellers and their respective Related Parties hereby expressly disclaims reliance on any such other representations or warranties (including as to the accuracy or completeness of any information provided to the Buyer or Merger Sub). Without limiting the generality of the foregoing, except as expressly set forth in this Article 3, none of the Company, the Sellers or their respective Related Parties has made or is making any representation or warrantywarranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Buyer, Merger Sub or their respective Related Parties of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to the Buyer, Merger Sub or their respective Related Parties with respect to the Company, the Company and its Subsidiaries or their respective businesses or with respect operations (including as to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letterdocuments).

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth in this Article III (as qualified 3 or in any certificate delivered by the Company Disclosure Letterpursuant to Section 6.3(d), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Parent or Merger Sub or their Representatives or affiliates, including any information made available affiliates in the electronic data room rooms maintained by the Company or its Representatives for purposes of the Transactions, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions. (b) The Company acknowledges that none of Parent, unless Merger Sub, any of their respective affiliates or any other Person on behalf of Parent or Merger Sub makes, and the Company has not relied upon, any express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 4 or in any certificate delivered by Parent or Merger Sub pursuant to Section 6.3(d). The Company acknowledges and agrees that, to the fullest extent permitted by applicable Law, Parent and Merger Sub, and their respective affiliates, stockholders, controlling persons or Representatives shall not have any liability or responsibility whatsoever to the Company or its affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to the Company or any of its affiliates, stockholders, controlling persons or Representatives, except as and only to the extent expressly set forth in Article 4 or in any such information is expressly included in a representation certificate delivered by Parent or warranty contained in this Article III (as qualified by the Company Disclosure LetterMerger Sub pursuant to Section 6.3(d).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III 3 (as qualified by the Company Disclosure LetterSchedule), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersteaser, marketing materials, consulting reports or materials, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III 3 (as qualified by the Company Disclosure LetterSchedule).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by Parent, Ultimate Parent and Merger Sub in this Article III (as qualified by the Company Disclosure Letter)IV or in any certificate delivered pursuant to this Agreement, none of the CompanyParent, any of its affiliates Ultimate Parent, Merger Sub or any other Person on behalf of the Company makes or has made or is making any express or implied representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to Parent, Ultimate Parent or Merger Sub or their respective Affiliates or business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to the Company or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Except for the representations and there warranties expressly made by the Company in Article III or in any certificate delivered pursuant to this Agreement, Parent, Ultimate Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, makes or has made or is and has been no reliance by making any other representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company or any of its Subsidiaries or their Affiliates or their respective business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to Parent, Ultimate Parent, Merger Sub or any of their respective affiliatesAffiliates or Representatives of any documentation, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives forecasts or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or other information with respect to any other information provided, one or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting more of the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Parent Parties and Merger Sub in this Article III (as qualified by the Company Disclosure Letter)ARTICLE VII, none of the CompanyParent Parties, any of its affiliates Merger Sub or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parentwith respect to the Parent Parties, Merger Sub or any of their respective affiliatesAffiliates or any of their respective businesses, officersoperations, directorsassets, employeesliabilities, accountantsconditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on and each of the Parent Parties and Merger Sub hereby expressly disclaims any such representation other representations or warranty) with respect to warranties. In particular, without limiting the Companyforegoing, none of the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to ParentParent Parties, Merger Sub or any other Person makes or has made any representation or warranty to the Partnership Parties or any of their respective Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or affiliates prospect information relating to Parent, any of its Affiliates or any of their respective businesses, or (b) any oral or, except for the representations and warranties made by Parent or Merger Sub in connection with this ARTICLE VII, written information made available to the Partnership Parties or any of their respective Affiliates or Representatives in the course of their evaluation of Parent, the negotiation of this Agreement or in the course of the Transactions, including the accuracy or completeness thereof. Without limiting Notwithstanding the foregoing, neither nothing in this Section 7.16 shall limit the Company nor any other Person will have Partnership Parties’ remedies with respect to intentional or be subject willful misrepresentation of material facts that constitute common law fraud arising from or relating to any liability or other obligation to Parent, the express representations and warranties made by Parent and Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)ARTICLE VII.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by Parent and Merger Sub in this Article III (as qualified by the Company Disclosure Letter)IV, none of the CompanyParent, any of its affiliates Merger Sub or any other Person on behalf of the Company makes any express or implied representation or warranty with respect to Parent or Merger Sub or their respective businesses, assets, liabilities, condition (financial or otherwise) or prospects, and there Parent and Merger Sub hereby disclaim any such other representations or warranties, including with respect to any oral or written information furnished or made available to the Company, its Subsidiaries or any of their Affiliates or Representatives in the course of their negotiation of this Agreement or in the course of the Merger and the other transactions contemplated hereby, except for the representations and warranties made by Parent and Merger Sub in this Article IV. (b) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person has made or is and has been no reliance making any representations or warranties relating to the Company whatsoever, express or implied, beyond those expressly given by the Company in Article III, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub or any of their respective affiliatesRepresentatives. Without limiting the generality of the foregoing, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives each of Parent and Merger Sub acknowledges that no representations or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or warranties are made with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts forecasts, estimates, budgets or other material prospect information that may have been made available to Parent, Merger Sub or any of their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by 4, each of Parent and Merger Sub acknowledges that neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, Company or any of the Company Subsidiaries or their respective businesses businesses, or with respect to any other information provided, or made available, provided to Parent, Merger Sub or their respective Representatives any Parent Representative, and the Company hereby disclaims any other representations or affiliates in connection warranties made by the Company, any Company Subsidiary or any Company Representative with respect to the Transactions, including execution and delivery of this Agreement or the accuracy Merger or completeness thereofthe other transactions contemplated hereby. Without limiting the foregoingAbsent fraud, neither the Company nor any other Person will have or be subject to any liability or other indemnification obligation to Parent, Parent or Merger Sub or any of their Representatives or affiliates Affiliates or any other Person Parent Representative resulting from Parent’sthe distribution to, or use by, Parent or Merger Sub’s Sub or any of their Representatives’ Affiliates or affiliates’ use any Parent Representative of any information provided to any member of Parent or Merger Sub or any of their Affiliates or any Parent Representative by the Company, the Company Subsidiaries or any Company Representative, including any information, documents, projections, forecasts forecasts, business plans or other material made available to Parentin the “data room,” any confidential information memoranda or any management presentations in expectation of the transactions contemplated by this Agreement. The representations and warranties set forth in Article 5 are made solely by Parent and Merger Sub, and, absent fraud, no Parent Representative, Subsidiary of Parent or Affiliate of Parent or Merger Sub shall have any responsibility or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)liability related thereto.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III 4 (as qualified by the Company Parent Disclosure Letter), none of the CompanyParent, any of its affiliates or any other Person on behalf of the Company Parent makes any express or implied representation or warranty (and there is the Company, on its own behalf and on behalf of the Company’s Representatives, acknowledges and agrees that it has been no reliance by Parentnot relied, Merger Sub or any of their respective affiliatesand disclaims reliance, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyParent, the Company Parent Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub the Company or their respective the Company’s Representatives or affiliates or any other Person in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor none of Parent, Merger Sub, or any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub the Company or their the Company Representatives or affiliates or any other Person resulting from (and the Company acknowledges and agrees that none of Parent’s, Merger Sub, or any other Person will have or be subject to any such liability or obligation) resulting from the Company’s or their the Company Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Company or their the Company Representatives or affiliates, including any information made available in the electronic data room maintained by the Company Parent for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Company or their respective the Company’s Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III 4 (as qualified by the Company Parent Disclosure Letter).

No Other Representations or Warranties. Except Match acknowledges and agrees, on behalf of itself and all members of the Match Group, that, except for the representations and warranties expressly set forth contained in this Article III (as qualified by V and any representations and warranties of IAC contained in the Company Disclosure Letter)Ancillary Agreements, none no member of the Company, any of its affiliates or IAC Group nor any other Person on behalf makes, and neither Match nor any member of the Company makes Match Group is relying on, any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) , express or implied, with respect to the Companymembers of the IAC Group, the Company Subsidiaries or their respective businesses or with respect to any other information providedfurnished, disclosed or otherwise made available, available to Parent, Merger Sub Match or any of its Representatives in the course of their respective Representatives due diligence investigation of IAC’s businesses and the negotiation of this Agreement or affiliates otherwise in connection with the Transactions, Transactions (including as to the accuracy or and completeness thereof). Without limiting Match acknowledges and agrees that, except pursuant to the foregoingterms and conditions of this Agreement and the other Transaction Documents, neither the Company IAC nor any other Person will have or shall be subject to any liability Liability or responsibility whatsoever to Match or any of the Match Affiliates or any of its stockholders, controlling Persons or Representatives on any basis (including in contract or tort, under securities Laws or otherwise) resulting from or based upon IAC’s furnishing, disclosing or otherwise making available in connection with this Agreement and the transactions contemplated hereby any information, documents or material in any form to Match or the Match Affiliates, stockholders, controlling Persons or Representatives, including in any data room or management presentations (formal or informal) and including any financial statements and any projections, forecasts, budgets, estimates or other obligation to Parentforward-looking information, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ the use of any such information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by V, the Company Disclosure Letter), Partnership acknowledges that none of the Company, any of its affiliates Parent Parties or any other Person on behalf of the Company Parent Parties, including any Affiliate of either Parent Party, makes or has made any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses Parent Parties or with respect to any other information providedprovided to the Partnership Parties, or made availablethe Board, to Parent, Merger Sub the Conflicts Committee or their respective Representatives Affiliates or affiliates in connection with the Transactions, including the accuracy or completeness thereofRepresentatives. Without limiting the generality of the foregoing, except to the extent required otherwise by applicable Law, neither the Company Parent Parties nor any other Person will have or be subject to to, and each Parent Party expressly disclaims, any liability Liability or other obligation to Parent, Merger Sub or their Representatives or affiliates the Partnership Parties or any other Person resulting from Parent’sthe distribution or communication to the Partnership Parties, Merger Subthe Board or the Conflicts Committee (including their respective Affiliates or Representatives) of, or the Partnership’s or their Representativesthe Partnership GP’s (or such Affiliates’ or affiliates’ Representatives’) use of of, any such information, including any information, documents, projections, forecasts or other material materials made available available, distributed or communicated (orally or in writing) to Parentthe Partnership Parties, Merger Sub or their Representatives or affiliatesthe Board, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub Conflicts Committee or their respective Affiliates or Representatives or in any other form in connection with expectation of the TransactionsMerger, unless and to the extent any such information is expressly included in a the subject of an express representation or warranty contained set forth in this Article III V. The Parent Parties acknowledge and agree that, except for the representations and warranties contained in Article IV, the Parent Parties have not relied on, and none of the Partnership 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 Partnership Parties or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (as qualified financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to information provided by or on behalf of the Company Disclosure Letter)Partnership Parties or any of their respective Affiliates or Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by including the Company Disclosure Letter) or in the certificate delivered by the Company to Parent and Merger Sub pursuant to Section 7.03(d) (and notwithstanding the delivery or disclosure to Parent, Merger Sub or their respective Representatives of any documentation, projections, estimates, budgets, forecasts, plans or other information), each of Parent and Merger Sub acknowledges that (x) none of the Company, any Company Subsidiary or any other Person acting on behalf of the Company or a Company Subsidiary makes, or has made, any representation or warranty, express or implied, relating to itself or its affiliates business or otherwise in connection with this Agreement and Parent and Merger Sub are not relying on any representation, warranty or other information of any Person except for those representations or warranties expressly set forth in this Agreement, (y) no Person has been authorized by the Company, the Company Subsidiaries or any other Person on behalf of the Company makes to make any representation or warranty, express or implied implied, relating to itself or its business or otherwise in connection with this Agreement and Merger, and if made, such representation or warranty will not be relied upon by Parent or Merger Sub as having been authorized by such entity and (and there is and has been no reliance by z) any estimate, projection, prediction, data, financial information, memorandum, presentation, budget, forecast or any other materials or information provided or addressed to Parent, Merger Sub or any of their respective affiliatesRepresentatives, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives including any materials or authorized agents on any such representation or warranty) with respect information made available to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Parent and/or its Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained presentations by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports Company’s management are not and will not be deemed to be or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub include representations 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 III (as qualified by the Company Disclosure Letter)warranties.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III 3 (as qualified by the Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is each of Parent and Merger Sub, on its own behalf and on behalf of Parent’s Representatives, acknowledges and agrees that it has been no reliance by Parentnot relied, Merger Sub or any of their respective affiliatesand disclaims reliance, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective the Parent Representatives or affiliates or any other Person in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their the Parent Representatives or affiliates or any other Person (and each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person will have or be subject to any such liability or obligation) resulting from Parent’s, Merger Sub’s or their the Parent Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their the Parent Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective the Parent Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III 3 (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)of this Agreement, none of the Company, any of its affiliates or neither Seller nor any other Person on behalf of the Company makes has made any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyBusiness (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the Company Subsidiaries or their respective businesses warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Parent, Merger Sub Buyer or any of its Subsidiaries or their respective Representatives or affiliates Affiliates in connection with the Transactions, including the accuracy Transaction and Buyer has not relied on any representation or completeness thereofwarranty other than those expressly set forth in Article III of this Agreement. Without limiting the generality of the foregoing, except for the representations and warranties expressly set forth in Article III of this Agreement, Buyer acknowledges and agrees that it has not relied on any other information provided, or made available, to Buyer or any of its Subsidiaries or their respective Affiliates in connection with the Transaction, and that neither the Company Seller nor any other Person will have or shall be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates Buyer or any other Person resulting from Parent’s(i) any misrepresentation or omission by Seller or any other Person with respect to any such information or (ii) Buyer’s use or reliance of, Merger Sub’s or their Representatives’ the use or affiliates’ use reliance by any of its Affiliates or any other Person of, any such information, including documents, budgets, estimates, projections, forecasts or forward-looking business and strategic plan information or other material made available to ParentBuyer, Merger Sub its Affiliates or their Representatives respective agents or affiliates, including representatives in any information made available in the electronic “data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materialsrooms,” teaser, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub presentations or their respective Representatives or in any other form otherwise in connection with the TransactionsTransaction, unless and to the extent any such information is expressly and specifically included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)of this Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)3, none of the Company, any of its affiliates Affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses its business or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates Affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliatesAffiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of ParentPxxxxx, Merger Mxxxxx Sub or their respective Representatives or in any other form in connection with the Transactions, unless and only to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)3.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by Purchaser and Merger Sub in this Article III (as qualified by VI or in any Related Agreement or the Company Disclosure Letter)Schedules, none of the Companyneither Purchaser, any of its affiliates or Merger Sub nor any other Person on behalf of makes, and the Company makes or the Company Stockholders have not relied and are not relying on, any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Companyany of Purchaser, the Company Merger Sub, their respective Subsidiaries or their respective businesses businesses, operations, assets, Liabilities, conditions (financial or with respect to otherwise) or prospects, and Purchaser and Merger Sub hereby disclaims any such other information providedrepresentations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Purchaser in this Article VI or made availablein any Related Agreement or the Disclosure Schedules, to Parentneither Purchaser, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have makes or be subject has made any representation or warranty to the Company or any liability of its Affiliates or other obligation Representatives with respect to Parent(a) any financial projection, Merger Sub forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their Representatives respective businesses, or affiliates (b) any oral or written information presented to the Company or any other Person resulting from Parent’s, Merger Sub’s of its Affiliates or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by course of their due diligence investigation of Purchaser, the Company for purposes negotiation of this Agreement or in the course of the Transactions, teasersexcept in each case, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, for the representations and warranties made by Purchaser and 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 III (as qualified by the Company Disclosure Letter)VI.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by of the date hereof, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or any of its Subsidiaries or their respective businesses or with respect to any other information provided, provided to Parent or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither thereof and the Company nor disclaims any other Person will have or be subject to any liability or other obligation to Parentrepresentations and warranties, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material whether made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company or any of its Affiliates, officers, directors, employees, agents or representatives. Except for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless representations and to the extent any such information is warranties expressly included in a representation or warranty contained in this Article III (as qualified modified by the Company Disclosure Letter), or in any certificate delivered pursuant to this Agreement to Parent or Merger Sub in connection with the consummation of the Merger, the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Parent or Merger Sub or their respective affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Merger Sub by any director, officer, employee, agent, consultant, or representative of the Company or any of its affiliates). The Company makes no representations or warranties to Parent or Merger Sub regarding the probable future success or profitability of the Company’s business.

No Other Representations or Warranties. Except for Each of Parent and Merger Subsidiary acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries and their respective businesses and, in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Merger Subsidiary has relied solely on the results of its own independent investigation (subject only to the benefit of the express representations and warranties expressly of the Company set forth in Article 3 of this Article III (Agreement as qualified and limited by the Company Disclosure LetterSchedules), none of . Such representations and warranties by the Company, any of its affiliates or any other Person on behalf Company constitute the sole and exclusive representations and warranties of the Company makes any express or implied representation or warranty (to Parent and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates Subsidiary in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither and each of Parent and Merger Subsidiary acknowledges and agrees that the Company nor any other Person will have and its Affiliates are making no representations or be subject to any liability warranties whatsoever, express or other obligation to Parentimplied, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’sbeyond those expressly given in Article 3 of this Agreement, Merger Sub’s or their Representatives’ or affiliates’ use of any informationas applicable, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (each as qualified and limited by the Company Disclosure Letter)Schedules, including any implied warranty as to condition, merchantability or suitability as to the Common Stock, the Company or its Subsidiaries, the businesses thereof, or any of the assets of the Company or its Subsidiaries and it is understood that the Company makes no representations and warranties concerning the Company or the Subsidiaries, their respective businesses, or their assets other than the express representations and warranties set forth in Article 3 of this Agreement as qualified and limited by the Company Disclosure Schedules.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by 3, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries its Subsidiaries, or their respective businesses businesses, operations, assets, liabilities, conditions (financial or with respect to otherwise) or prospects, and the Company hereby disclaims any such other information providedrepresentations or warranties. In particular, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without without limiting the foregoingforegoing disclaimer, neither the Company nor any other Person will have makes or be subject has made any representation or warranty to Acquiror or any liability of its Affiliates or other obligation representatives with respect to: (i) any financial projection, forecast, estimate, budget or prospective information relating to Parentthe Company, Merger Sub any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Company in this Article 3, any oral or written information presented to Acquiror or any of its 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. No Person has been authorized by the Company or any of its Subsidiaries, or any of their respective Affiliates or Representatives, to make any representation or warranty relating to the Company and its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Acquiror, its Subsidiaries, or any of their respective Affiliates or Representatives as having been authorized by the Company and its Subsidiaries, or affiliates any of their respective Affiliates or Representatives (or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Person). (b) The Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in acknowledges and agrees that neither Axxxxxxx nor any other form in connection with the Transactions, unless and to the extent Person has made or is making any such information is expressly included in a express or implied representation or warranty other than those contained in this Article III (as qualified by the Company Disclosure Letter)4.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)3, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by the Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to the Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from the Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to the 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 Transactionstransactions contemplated by this Agreement, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)3.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by III, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, assets, liabilities, condition (financial or otherwise) or prospects, and there is and has been no reliance by the Company hereby disclaims any such other representations or warranties, including with respect to any oral or written information furnished or made available to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to Affiliates in the Companycourse of their due diligence of the Company and its Subsidiaries, the Company Subsidiaries negotiation of this Agreement or their respective businesses or with respect to any in the course of the Merger and the other information providedtransactions contemplated hereby. In particular, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without without limiting the foregoingforegoing disclaimer, neither the Company nor any other Person will have makes or be subject to has made any liability representation or other obligation warranty to Parent, Merger Sub or any of their Affiliates or Representatives with respect to any financial projection, forecast, estimate, budget or affiliates or prospect information relating to the Company, any other Person resulting from Parent’s, Merger Sub’s of its Subsidiaries or their Representatives’ or affiliates’ use of any informationrespective businesses. (b) Notwithstanding anything contained in this Agreement to the contrary, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf acknowledges and agrees that none of Parent, Merger Sub or their respective Representatives or in any other form Person has made or making any representations or warranties relating to Parent or Merger Sub whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in connection with the TransactionsArticle IV, unless and to the extent including any such information is expressly included in a implied representation or warranty contained in this Article III (as qualified by to the accuracy or completeness of any information regarding Parent or Merger Sub furnished or made available to the Company Disclosure Letter)or any of its Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III IV (as qualified by the Company Parent Disclosure Letter), none of the CompanyParent, any of its affiliates or any other Person on behalf of the Company Parent makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub the Company or any of their its respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyParent, the Company Parent Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub the Company or their its respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company Parent nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub the Company or their its Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s the Company or their its Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Company or their its Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Company or their its 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 III IV (as qualified by the Company Parent Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)III, none of the Company, of the Company or any of its affiliates stockholders, Subsidiaries, directors, employees, Affiliates, advisors, agents or any other Representatives or Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates Affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability liability, responsibility or other obligation to Parent, Merger Sub or Sub, their respective Representatives or affiliates Affiliates or any other Person on any basis resulting from Parent’s, Merger Sub’s or any of their Representatives’ respective Representative’s or affiliatesAffiliates’ use of any information, documents, projections, forecasts documents or other material materials made available or otherwise provided to Parent, Merger Sub or their Representatives or affiliatesthem, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memorandaCompany, management presentations, functional “break-out” discussions, responses to questions submitted by or on behalf of Parent, Merger Sub or their respective Representatives or Affiliates or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and each of Parent and Merger Sub acknowledges and agrees to the extent foregoing. The Company acknowledges that Parent and Merger Sub make no representations or warranties as to any such information is matter whatsoever except as expressly included set forth in a representation Article IV. The representations and warranties set forth in Article IV are made solely by Parent and Merger Sub, and no Representative of Parent or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Merger Sub shall have any responsibility or liability related thereto.

No Other Representations or Warranties. Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and each of Parent and Merger Sub acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses or (b) 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 in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transactions. Except for the representations and warranties expressly set forth in this Article III (as qualified by IV, the Company Disclosure Letter), none of the Company, hereby acknowledges that neither Parent nor Merger Sub nor any of its affiliates or their Subsidiaries, nor any other Person on behalf of the Company makes Person, has made or is making any other express or implied representation or warranty (and there is and has been no reliance by Parent, with respect to Parent or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses business or operations, including with respect to any other information provided, provided or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes or any of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)its Representatives.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article V, neither Parent, Merger Sub nor any Representative or other Person on behalf of either makes any express or implied representation or warranty with respect to them or with respect to any other information provided to the Company in connection with the transactions contemplated hereby. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV and in the certificate contemplated by clause (C)(6) of Annex A), (a) neither the Company, its Subsidiaries nor any of their respective Representatives makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger, and neither Parent nor Merger Sub is relying on any representation or warranty of the Company except for those expressly set forth in this Article III Agreement or any such certificate, (as qualified b) no Person has been authorized by the Company Disclosure Letter), none of the Company, or any of its affiliates 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 Merger and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other Person on behalf of the Company makes any express materials or implied representation information provided or warranty (and there is and has been no reliance by addressed to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Representatives are not and shall not be deemed to be or authorized agents on include representations or warranties of the Company unless any such materials or information is the subject of any express representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates warranty set forth in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives Article IV 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 III (as qualified by the Company Disclosure Letter)certificate.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III 3 (as qualified by the Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents Parent Representatives on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective the Parent Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their the Parent Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their the Parent Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their the Parent Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective the Parent Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III 3 (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for Parent and Merger Sub each acknowledges and agrees that the representations only representations, warranties, covenants and warranties agreements made by the Company or any of its Affiliates or representatives are the representations, warranties, covenants and agreements made in this Agreement. Parent and Merger Sub each acknowledges and agrees that none of the Company, its Subsidiary or any of their representatives has made any representation or warranty, whether express or implied, as to the accuracy or completeness of any information regarding the Company or its Affiliates furnished or made available to Parent or Merger Sub and its representatives except as expressly set forth in this Article III (as qualified by the Company Disclosure Letter)Agreement, and none of the Company, any of its affiliates Subsidiary or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or shall be subject to any liability to Parent or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from the Company’s making available to Parent or Merger Sub or Parent’s, ’s or Merger Sub’s or their Representatives’ or affiliates’ use of such information, or any information, documents, projections, forecasts documents or other material made available to Parent, Parent or Merger Sub in any due diligence materials provided to Parent or their Representatives or affiliatesMerger Sub, including any information made available in the electronic “data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports room,” management presentations (formal or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives informal) or in any other form in connection with the Transactions. Without limiting the foregoing, unless and to the extent any such information is expressly included in a Company makes no representation or warranty contained in this Article III (as qualified by to Parent or Merger Sub with respect to any financial or operating projections or forecasts relating to the Company Disclosure Letter)Company.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article ARTICLE III (as qualified by including the related portions of the Company Disclosure Letter), none of neither the Company, any of its affiliates or Company nor any other Person on behalf of the Company makes has made or is making any express or implied representation or warranty (and there is and has been no reliance by Parentwarranty, Merger Sub either written or any of their respective affiliatesoral, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, provided to Parent, Merger Sub, or Second Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including Mergers or the accuracy or completeness thereofother transactions contemplated hereby. Without limiting the generality of the foregoing, neither the Company nor any other Person will have has made or be subject makes any representation or warranty with respect to any liability projections, estimates, or other obligation to Parentbudgets of future revenues, Merger Sub future results of operations, future cash flows, or their Representatives or affiliates future financial condition (or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use component of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliatesof the foregoing) of the Company, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of ParentParent or its Representatives, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement. Neither the Company or any other Person shall have or be subject to any liability or other obligation to Parent, unless Merger Sub, Second Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub, or Second Merger Sub (including their respective Representatives), or Parent’s, Merger Sub’s or Second Merger Sub’s (or such Representatives’) use of, any such information. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB, AND SECOND MERGER SUB Parent, Merger Sub, and Second Merger Sub hereby jointly and severally represent and warrant to the extent any such information is expressly included in a representation or warranty contained in this Article III (Company as qualified by the Company Disclosure Letter).follows:

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by III, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or its Subsidiaries or their respective businesses businesses, results of operations, properties, financial condition, assets or with respect to liabilities, and the Company hereby disclaims any such other information providedrepresentations or warranties. In particular, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without without limiting the foregoingforegoing disclaimer, neither the Company nor any other Person will have makes or be subject has made any representation or warranty to Parent or any liability of its Affiliates or other obligation Representatives with respect to Parent(i) any financial projection, Merger Sub forecast, estimate, budget or prospect information relating to the Company, its Subsidiaries or their Representatives respective businesses or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material (ii) except for the representations and warranties made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes in this Article III, any oral or written information presented to Parent or any of its Affiliates or Representatives in the course of their due diligence investigation of the TransactionsCompany, teasersthe negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf the Company acknowledges and agrees that none of Parent, Merger Sub or their respective Representatives or in any other form Person has made or is making any representations or warranties relating to Parent whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in connection with the TransactionsArticle IV hereof, unless and to the extent including any such information is expressly included in a implied representation or warranty contained in this Article III (as qualified by to the accuracy or completeness of any information regarding Parent furnished or made available to the Company Disclosure Letter)or its Representatives. Without limiting the generality of the foregoing, the Company 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 the Company or any of its Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Companyneither Parent nor Merger Sub, any of its their affiliates or any other Person on behalf of the Company Parent or Merger Sub makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub the Company or any of their its respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyParent, Merger Sub, the Company Parent Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub the Company or their its respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company Parent nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub the Company or their its Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s the Company or their its Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Company or their its Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Company or their its 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 III (as qualified by the Company Disclosure Letter)IV.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by III, neither Seller, Seller’s Parent, the Target Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of Seller, Seller’s Parent or the Target Company or any of their respective Affiliates or Representatives has made or makes any express or implied representation or warranty (and there is and has been no reliance by with respect to Seller, Seller’s Parent, Merger Sub the Target Company or any of their respective affiliatesAffiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses properties and businesses, or with respect to any other information providedprovided to Buyer, or made available, to either Buyer’s Parent, Merger Sub their Affiliates or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby. Neither Seller, including Seller’s Parent nor the accuracy or completeness thereof. Without limiting the foregoing, neither the Target Company nor any of their Affiliates, Representatives or any other Person will have or be subject to any liability or other obligation to Buyer, either Buyer’s Parent, Merger Sub or their Affiliates or Representatives or affiliates or any other Person resulting from Parent’s, Merger Subthe distribution to Buyer or either Buyer’s Parent or Buyer’s or their Representativeseither Buyer’s Parent’s use of, or the use by any of Buyer’s or the Buyer’s Parents’ Affiliates or affiliates’ use of Representatives of, any such information, including, without limitation, any information, documents, projections, forecasts or of other material made available to Buyer, either Buyer’s Parent, Merger Sub or their Affiliates or Representatives in certain “data rooms”, descriptive or affiliatesoffering memoranda, including any information made available or management presentations in the electronic data room maintained by the Company for purposes expectation of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and solely to the extent that any such information is expressly and specifically included in a representation or warranty contained in this Article III (as qualified by III. Seller, Seller’s Parent and the Target Company Disclosure Letter)disclaim any and all other representations and warranties, whether express or implied.

No Other Representations or Warranties. Except Each of Parent and Merger Sub agrees that, except for the representations and warranties made by the Company that are expressly set forth in this Article III (as qualified modified by the Company Disclosure Letter) and in any certificate provided pursuant to Section 6.3(d), none neither the Company nor any other Person has made and shall not be deemed to have made any representation or warranty of any kind. Without limiting the generality of the foregoing, each of Parent and Merger Sub agrees that neither the Company, any of its affiliates or Company Subsidiary, any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by ParentMember, Merger Sub or nor any of their respective affiliatesAffiliates or representatives, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives makes or authorized agents on has made any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, warranty to Parent, Merger Sub or their respective Representatives representatives or affiliates in connection Affiliates with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor respect to: (a) any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any Company Subsidiary or the future business, operations or affairs of the Company or any Company Subsidiary heretofore or hereafter delivered to or made available to Parent, Merger Sub or their Representatives respective representatives or affiliatesAffiliates; or (b) any other information, including any information statement or documents heretofore or hereafter delivered or made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives representatives or in any other form in connection with the TransactionsAffiliates, unless and except to the extent any such information is and as expressly included in covered by a representation or warranty made by the Company and contained in this Article III of this Agreement (as qualified modified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties as expressly set forth in this Article III (as qualified by 4, neither the Company Disclosure Letter), none of the Company, any of its affiliates or Sellers nor any other Person person on behalf of the Company Sellers makes any representation or warranty, express or implied representation implied, at law or warranty (and there is and has been no reliance by Parentin equity, Merger Sub with respect to the Sellers, the Purchased Business, the Purchased Entity or any of their respective affiliatesAffiliates or any of their assets, officersliabilities or operations, directorsincluding with respect to merchantability or fitness for any particular purpose, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on and any such other representations or warranties are hereby expressly disclaimed and, in any event, any such other representations or warranties may not be relied upon by the Purchaser or any of its Affiliates and Representatives. Neither the Sellers, the Purchased Entity nor any of their respective Affiliates has made any representation or warranty) with respect , express or implied, at law or in equity, as to the Companyprospects or profitability of the business of the Purchased Business to the Purchaser, the Company Subsidiaries or their respective businesses or with respect to any other information providedforecasts, projections or made available, business plans prepared by or on behalf of the Sellers and delivered to Parent, Merger Sub or their respective Representatives or affiliates the Purchaser in connection with the Transactions, including Purchaser’s review of the accuracy or completeness thereofPurchased Business and the negotiation and execution of this Agreement. Without limiting Neither the foregoing, neither the Company Sellers nor any other Person person will have have, or be subject to to, any liability or other obligation to Parentthe Purchaser, Merger Sub its Affiliates or their Representatives or affiliates or any other Person person resulting from Parent’sthe Purchaser’s use of, Merger Sub’s or their Representatives’ the use by any of its Affiliates or affiliates’ use Representatives of any information, including information, documents, projections, forecasts or other material made available to Parentthe Purchaser, Merger Sub its Affiliates or any of their respective Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materialsData Room, confidential information memorandamemorandum, management presentations, functional “break-out” discussionsoffering materials, responses to questions submitted site tours or visits, diligence calls or meetings, or any documents prepared by, or on behalf of, the Sellers, or any of Parent, Merger Sub or their respective Representatives or in any other form the Purchaser’s potential financing sources in connection with the TransactionsPurchaser’s financing activities with respect to the transactions contemplated by this Agreement, unless and to the extent any such information is expressly and specifically included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)4.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)III, none of the Company, any of its affiliates or Parent nor any other Person on behalf of the Company makes any other express or implied representation or warranty (with respect to the Seller Parties, the Transferred Interests, the Transferred IP, the Transferred Companies, the respective businesses of the Transferred Companies or the transactions contemplated by the Transaction Agreements and there is any other rights or obligations to be transferred hereunder or pursuant hereto, and has been no reliance Parent disclaims any other representations or warranties, whether made by Parentor on behalf of any Seller Party, Merger Sub any Transferred Company or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Affiliates or authorized agents on any such representation or warranty) with respect to Representatives. Except for the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless representations and to the extent any such information is warranties expressly included in a representation or warranty contained in this Article III III, each of the Seller Parties, each of the Transferred Companies and their respective Affiliates and Representatives hereby disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (as qualified orally or in writing) to Buyer or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer by any director, officer, employee, agent, consultant, or representative of the Company Disclosure LetterSeller Parties or the Transferred Companies). Parent, each of the Seller Parties, each of the Transferred Companies and their respective Affiliates and Representatives make no representations or warranties to Buyer regarding the probable success or profitability of the respective businesses of the Transferred Companies.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III Agreement (as qualified modified by the Company Disclosure Letter)Schedule) and in the Ancillary Agreements, none of the no Acquired Company, any of its affiliates or nor any other Person on behalf of the Company makes any other express or implied representation or warranty (with respect to the Acquired Companies or the transactions contemplated by this Agreement and there is the Ancillary Agreements, and has been no reliance the Company disclaims any other representations or warranties, whether made by Parent, Merger Sub the Acquired Companies or any of their respective affiliatesAffiliates, stockholders, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives agents or authorized agents on any such representation or warranty) with respect to representatives. Except for the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless representations and to the extent any such information is expressly included in a representation or warranty warranties contained in this Article III IV hereof (as qualified modified by the Company Disclosure LetterSchedule), the Company hereby disclaims, for itself and each of the Company Subsidiaries, all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to Parent or its Affiliates or their respective representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent by any stockholder, director, officer, employee, affiliate, agent, consultant, advisor or other representative of any of the Acquired Companies or any of their respective Affiliates). The Acquired Companies make no representations or warranties to Parent regarding any projection or forecast regarding future results or activities or the probable success or profitability of any of the Acquired Companies.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by IV, including the Company Disclosure Letter)Schedule, none of neither the Company, any of its affiliates or Company nor any other Person on behalf of the Company makes any express or implied representation or warranty (in connection with this Agreement or the Transactions, and there neither the Company nor any Person on behalf of the Company is and has been no reliance by Parent, Merger Sub making any express or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such implied representation or warranty) warranty with respect to the Company, the Company Subsidiaries or any Company Subsidiary or their respective businesses or with respect to any other information providedmade available to Parent or Merger Sub in connection with the Transactions. Except for the representations and warranties expressly set forth in Article IV and the information set forth in the Company Disclosure Schedule, the Company hereby disclaims all liability and responsibility for all projections, forecasts, estimates, data or made availableinformation made, communicated or furnished (orally or in writing, including electronically) to Parent or any of Parent’s Affiliates or any representatives of Parent or any of Parent’s Affiliates, including omissions therefrom. Except for the representations and warranties contained in Article V, including the Parent Disclosure Schedule, neither Parent, Merger Sub nor any other Person makes any express or implied representation or warranty in connection with this Agreement or the Transactions, and neither Parent, Merger Sub nor any Person on behalf of Parent or Merger Sub is making any express or implied representation or warranty with respect to Parent, Merger Sub or their respective Representatives businesses or affiliates with respect to any other information made available to the Company in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III IV (as qualified modified by the Company Disclosure LetterSchedule), none of neither the Sellers, the Company, any of its affiliates or Subsidiary nor any other Person on behalf (including any Affiliate of the Sellers, the Company or any Subsidiary) makes any other express or implied representation or warranty (with respect to the Company or any Subsidiary, and there is the Sellers, the Company and has been no reliance the Subsidiaries disclaim any other representations or warranties with respect to the Company or any Subsidiary, whether made by Parentthe Sellers, Merger Sub the Company, any Subsidiary or any of their respective affiliatesAffiliates, officers, directors, employees, accountantsagents or representatives. Except for the representations and warranties contained in this Article IV (as modified by the Disclosure Schedule), consultantsthe Sellers, legal counselthe Company and the Subsidiaries hereby disclaim all liability and responsibility for any representation, investment bankerswarranty, advisorsprojection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or authorized agents on advice that may have been or may be provided to the Buyer by any such representation director, officer, employee, agent, consultant, or warranty) with respect to representative of the Company or any of its respective Affiliates). None of the Sellers, the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have (including any Affiliate of the Sellers, the Company or be subject the Subsidiaries) makes any representations or warranties to any liability the Buyer or other obligation to Parent, Merger Sub its Affiliates or their Representatives representatives regarding the probable success or affiliates profitability of the Company or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use the Subsidiaries. The disclosure of any information, documents, projections, forecasts matter or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or item in any other form in connection with the Transactions, unless and schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. Notwithstanding anything to the extent any such information is expressly included in a representation or warranty contained in contrary herein, this Article III (as qualified by the Company Disclosure Letter)Section 4.27 shall not apply to Fraud Claims.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by 3 or the Company Disclosure Letter)Schedule, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by 3 or the Company Disclosure Letter)Schedule.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)Xxxxxxx 0, none xxxx of the Company, any of its affiliates or Affiliates nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates Affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates Affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliatesAffiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III Section 2. Notwithstanding the foregoing or anything to the contrary herein, (as qualified by a) nothing in this Section 2.28 shall in any way limit any of the Company Disclosure Letter)representations or warranties set forth in Section 2, and (b) the provisions of this Section 2.28 shall not, and shall not be deemed or construed to, waive or release any claims based on Contractual Fraud.

No Other Representations or Warranties. (a) Purchaser acknowledges and agrees that: (i) Except for the representations and warranties expressly set forth in this Article III (as qualified made by the Company Disclosure Letterin Article II, by Seller in Article III or in the certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii), none of the Company, neither Seller nor any of its affiliates or Affiliates (including the Company Group), nor any of their respective Representatives nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parentwith respect to Seller, Merger Sub the Company Group or the Business or any information made available to Purchaser or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives its Affiliates or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including with respect to the prospects of the Business or its profitability for Purchaser, merchantability or fitness for any particular purpose, forecasts, projections, business plans or other information (including any Evaluation Material) and the accuracy or completeness thereof. Without limiting of, or the foregoingreasonableness of any assumptions underlying, neither any such forecasts, projections, business plans or other information. (ii) Each of Seller and the Company, on its own behalf and on behalf of its Affiliates and its and their respective Representatives, expressly disclaims all representations and warranties, whether express or implied, except for the representations and warranties expressly made by Seller and the Company in Article II, by Seller in Article III or in the certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii). Neither Seller nor any of its Affiliates (including the Company Group), nor any of their respective Representatives nor any other Person will have has, or be is subject to to, any liability or other obligation to Parent, Merger Sub Purchaser or any of its Affiliates or any of their respective Representatives or affiliates or any other Person resulting arising from Parent’s, Merger Subsuch Person’s or their Representatives’ or affiliates’ use of any information, including information, documents, projections, forecasts or other material materials made available to Parent, Merger Sub or their Representatives or affiliates, including such Person in any information made available in the electronic virtual data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materialsroom, confidential information memorandamemorandum, management presentationspresentation or offering materials, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionsany site tours or visits, diligence calls or meetings or otherwise, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article II, in Article III or in the certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii). (as qualified b) In furtherance of the foregoing, Purchaser acknowledges that it is not entitled to rely, has not relied and will not rely on any representation or warranty of Seller or any of its Affiliates (including the Company Group) or any of their respective Representatives or any other Person, other than those representations and warranties expressly made by Seller and the Company in Article II, by Seller in Article III or in the certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii). Purchaser acknowledges and agrees that it is relying solely on the representations and warranties expressly made by Seller and the Company in Article II, by Seller in Article III or in the certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii) and on its own investigation and analysis in entering into the Transaction Documents to which it is a party and that each of the Transaction Documents is the product of arm’s-length negotiations. Purchaser and each of its Representatives acknowledge and agree that they (a) have had full access to and the opportunity to review all of the documents in the Data Room or otherwise provided to Purchaser or its Representatives on behalf of the Company, and (b) have been afforded full access to the books and records, facilities and officers, directors, managers, employees and other representatives of the Company Group for purposes of conducting a due diligence investigation with respect thereto. Purchaser is an informed and sophisticated participant in the transactions contemplated by the Transaction Documents and has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company Disclosure LetterGroup and has had such documents and information made available and has evaluated such documents and information, as it has deemed necessary in connection with the execution and delivery of the Transaction Documents. Purchaser is knowledgeable about the industries in which the Company Group operates, is capable of evaluating the merits and risks of the Transactions as contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. (c) The foregoing shall not limit any right or remedy of Purchaser with respect to any claim for Fraud with respect to the making of the representations and warranties expressly made by Seller and the Company in Article II, by Seller in Article III or in the certificates contemplated by Section 8.01(a)(iii) and Section 8.01(b)(iii).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III IV as of the date hereof and as contemplated by subsection (as qualified by c)(ii) of Annex I, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or any of its Subsidiaries or their respective businesses or with respect to any other information provided, provided to Parent or made available, to Parent, Merger Acquisition Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy accuracy, completeness or completeness thereof. Without limiting the foregoing, neither currency thereof and the Company nor disclaims any other Person will have or be subject to any liability or other obligation to Parentrepresentations and warranties, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material whether made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company or any of its Affiliates, officers, directors, employees, agents or representatives. Except for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless representations and to the extent any such information is warranties expressly included in a representation or warranty contained in this Article III IV (as qualified modified by the Company Disclosure Letter)., or in any certificate delivered pursuant to this Agreement to Parent or Acquisition Sub in connection with the consummation of the Offer or the Merger, all of which Parent and Acquisition Sub are relying upon, the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Parent, Acquisition Sub or their respective affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Acquisition Sub by any director, officer, employee, agent, consultant, or

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Seller in this Article III (as qualified IV and in the certificates required to be delivered by the Company Disclosure Letter)Seller under Section 8.03, none no member of the CompanySeller Group nor any other Person makes any other express or implied representation or warranty with respect to the Transferred Assets or the Assumed Liabilities or the business, operations, properties, assets, Liabilities, condition (financial or otherwise) or prospects of the Business or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information relating to the Business, notwithstanding the delivery or disclosure to Purchaser, any of its affiliates Affiliates or any of its and their respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing. In particular, and without limiting the generality of the foregoing, no member of the Seller Group nor any other Person on behalf of the Company makes or has made any express or implied representation or warranty (and there is and has been no reliance by Parentto Purchaser, Merger Sub any of its Affiliates or any of its and their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyBusiness or (b) except for the representations and warranties made by the Seller in this Article IV and in the certificates required to be delivered by the Seller under Section 8.03, the Company Subsidiaries any oral, written, video, electronic or their respective businesses or with respect to any other information providedpresented to Purchaser, any of its Affiliates or made available, to Parent, Merger Sub or any of its and their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by course of their due diligence investigation of the Company for purposes Business, the negotiation of this Agreement or the course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)IV, none of the CompanyUltimate Parent, Parent nor Merger Sub, any of its their affiliates or any other Person on behalf of the Company Parent or Merger Sub makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub the Company or any of their its respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyUltimate Parent, Parent, Merger Sub, the Company Parent Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub the Company or their its respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company none of Ultimate Parent, Parent nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub the Company or their its Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s the Company or their its Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Company or their its Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Company or their its 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 III (as qualified by the Company Disclosure Letter)IV.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article V, neither Parent, Merger Sub nor any Representative or other Person on behalf of either makes any express or implied representation or warranty with respect to them or with respect to any other information provided to the Company in connection with the transactions contemplated hereby. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV and in the certificate contemplated by clause (C)(6) of Annex A), (a) neither the Company, its Subsidiaries nor any of their respective Representatives makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger, and neither Parent nor Merger Sub is relying on any representation or warranty of the Company except for those expressly set forth in this Article III Agreement or any such certificate, (as qualified b) no Person has been authorized by the Company Disclosure Letter), none of the Company, or any of its affiliates 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 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 (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other Person on behalf of the Company makes any express materials or implied representation information provided or warranty (and there is and has been no reliance by addressed to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Representatives are not and shall not be deemed to be or authorized agents on include representations or warranties of the Company unless any such materials or information is the subject of any express representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates warranty set forth in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives Article IV 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 III (as qualified by the Company Disclosure Letter)certificate.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified modified or supplemented by the Company Disclosure LetterSchedules), or in any schedule or certificate delivered pursuant to this Agreement, neither the Seller nor any other Person makes any other express or implied representation or warranty with respect to the Seller, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and the Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, managers, employees, agents or Representatives. Except for the representations and warranties contained in this Article III (as modified or supplemented by the Disclosure Schedules), or in any schedule or certificate delivered pursuant to this Agreement, the Seller (a) expressly disclaims any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose) and (b) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or 50 may be provided to the Buyer by any manager, officer, employee, agent, consultant, or Representative of the Seller or any of its Affiliates). The Seller makes no representations or warranties to Buyer regarding the probable success or profitability of the Business.

No Other Representations or Warranties. Except In the absence of fraud and intentional misrepresentation, except for the representations and warranties expressly set forth in this Article III 3 (as qualified by the Company Disclosure LetterSchedule), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Holdings, Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Representatives or authorized agents affiliates on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Holdings, Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, in the absence of fraud and intentional misrepresentation, neither the Company nor any other Person will have or be subject to any liability or other obligation to Holdings, Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Holdings’, Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Holdings, Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Holdings, Parent, Merger Sub or their respective Representatives or affiliates or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III 3 (as qualified by the Company Disclosure LetterSchedule).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III ‎III (as qualified by the Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III ‎III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except Each of Parent and Merger Sub, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III: (i) None of the Company or its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to the Company, its Subsidiaries or any of their businesses, operations or otherwise in connection with this Article III Agreement or the Transactions; (as qualified ii) No Person has been authorized by the Company Disclosure Letter)or any of its Subsidiaries, none or any of their respective Affiliates or Representatives, to make any representation or warranty relating to the Company, any of its affiliates Subsidiaries or any other Person on behalf of their businesses or operations or otherwise in connection with this Agreement or the Company makes any express Transactions, and if made, such representations or implied representation warranties must not be relied upon by Parent or warranty (and there is and has been no reliance by ParentMerger Sub, Merger Sub or any of their respective affiliatesSubsidiaries, officersor any of their respective Affiliates or Representatives, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or as having been authorized agents on any such representation or warranty) with respect to the Company, by the Company Subsidiaries or any of its Subsidiaries, or any of their respective businesses Affiliates or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates (or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use person); (iii) The representations and warranties expressly made by the Company in this Agreement are in lieu of any information, documents, projections, forecasts or and are exclusive of all other material made available to Parent, Merger Sub or their Representatives or affiliatesrepresentations and warranties, including any information made available in the electronic data room maintained by express or implied or as to merchantability or fitness for a particular purpose, and the Company for purposes disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure to Parent or Merger Sub, or any of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives Subsidiaries, or in any of their respective Affiliates or Representatives, of any documentation or other form in connection with the Transactionsinformation (including any financial information, unless and to the extent any such information is expressly included in a representation supplemental data or warranty contained in this Article III (as qualified by the Company Disclosure Letterfinancial projections or other forward-looking statements).

No Other Representations or Warranties. Except for the representations The Company acknowledges that neither Parent, Merger Sub nor any Person on their behalf makes, and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)has not relied upon, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries Parent or their respective businesses Merger Sub or with respect to any other information provided, provided or made available, available to Parent, Merger Sub the Company or their respective its Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting , other than the foregoingrepresentations and warranties contained, neither the Company nor any other Person will have or be and subject to the qualifications and limitations, in Article IV or in any certificate or agreement (including the Commitment Letters and Guaranty) provided in connection with this Agreement. The Company acknowledges and agrees that, to the fullest extent permitted by applicable Law, Parent and Merger Sub and their respective affiliates, stockholders, controlling Persons or Representatives shall not have any liability or other obligation responsibility whatsoever to Parentthe Company, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub its Subsidiaries or their respective affiliates, stockholders, controlling Persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement) or statements made (or any omissions therefrom), to the Company, its Subsidiaries or any of their respective affiliates, stockholders, controlling Persons or Representatives, except with respect to the representations and warranties set forth in Article IV or in the Guaranty or in any other form certificate provided in connection with this Agreement (it being understood that the Transactions, unless and to foregoing does not limit the extent any such information is expressly included Company’s express third-party beneficiary rights set forth in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Equity Commitment Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by Section 5.1, neither the Company Disclosure Letter), none of the Company, nor any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, properties, assets, liabilities or condition (financial or otherwise) or any information regarding any of the foregoing. Neither the Company nor any Person on behalf of the Company makes any express or implied representation or warranty with respect to any estimates, projections, forecasts and there is other forward-looking information or business and has been no reliance by strategic plan or other information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective affiliatesRepresentatives of any documentation, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives forecasts or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or other information with respect to any one or more of the foregoing, and, except for the representations and warranties of the Company in this Section 5.1, any other information provided, provided or made available, available to Parent, Parent or Merger Sub or their respective Representatives or affiliates in connection with the Transactions, Merger or the other transactions contemplated by this Agreement (including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts forecasts, estimates, predictions or other material made available to Parent, Merger Sub Parent or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives in “data rooms”, management presentations or due diligence sessions in expectation of the Merger or the other transactions contemplated by this Agreement or otherwise), and each of Parent and Merger Sub acknowledges the foregoing. The Company agrees and acknowledges that Parent and Merger Sub have not made any representations and warranties other form than those that are expressly set forth in connection with the Transactions, unless Section 5.2 and that Parent and Merger Sub shall have no liability to the extent Company resulting from the Company’s reliance on any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)information.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article ARTICLE III (as qualified by the Company Disclosure LetterSchedule and the Company SEC Disclosures), none of the Company, any of its affiliates Affiliates or any other Person on behalf of the Company or its Affiliates makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warrantyRepresentatives) with respect to the Company, the Company its Subsidiaries or its and their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Affiliates or Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in this ARTICLE III (as qualified by the Company Disclosure Schedule and the Company SEC Disclosures), neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Affiliates or Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their RepresentativesAffiliates’ or affiliatesRepresentatives’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives Affiliates or affiliatesRepresentatives, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and transactions contemplated by this Agreement. Notwithstanding anything to the extent any such information is expressly included in a representation or warranty contained contrary in this Article III (as qualified Agreement, including this Section 3.25, nothing shall limit any claim by the Company Disclosure Letter)Parent or Merger Sub for fraud.

No Other Representations or Warranties. (a) Purchaser acknowledges and agrees that: (i) Except for the representations and warranties expressly set forth in this Article III (as qualified made by the Company Disclosure Letterin Article II, by Seller in Article III or in the certificates contemplated by Section 8.01(a)(i) and Section 8.01(a)(ii), none of the Company, neither Seller nor any of its affiliates or Affiliates (including the Company), nor any of their respective Representatives nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parentwith respect to Seller, Merger Sub the Company or the Business or any information made available to Purchaser or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives its Affiliates or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including with respect to the prospects of the Business or its profitability for Purchaser, merchantability or fitness for any particular purpose, forecasts, projections, business plans or other information (including any Evaluation Material) and the accuracy or completeness thereof. Without limiting of, or the foregoingreasonableness of any assumptions underlying, neither any such forecasts, projections, business plans or other information. (ii) Each of Seller and the Company, on its own behalf and on behalf of its Affiliates and its and their respective Representatives, expressly disclaims all representations and warranties, whether express or implied, except for the representations and warranties expressly made by the Company in Article II, by Seller in Article III or in the certificates contemplated by Section 8.01(a)(i) and Section 8.01(a)(ii). Neither Seller nor any of its Affiliates (including the Company), nor any of their respective Representatives nor any other Person will have has made any representation or be subject warranty relating to any liability or other obligation to Parentinformation, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any including information, documents, projections, forecasts or other material materials made available to Parent, Merger Sub or their Representatives or affiliates, including such Person in any information made available in the electronic virtual data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materialsroom, confidential information memorandamemorandum, management presentationspresentation or offering materials, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionsany site tours or visits, unless and diligence calls or meetings or otherwise, except to the extent any such information is expressly included in a representation or warranty contained in this Article II, in Article III or in the certificates contemplated by Section 8.01(a)(i) and Section 8.01(a)(ii). (as qualified b) In furtherance of the foregoing (but subject to the limitations set forth in Section 4.09(c)), Purchaser acknowledges that it is not entitled to rely, has not relied, and will not rely on any representation or warranty of Seller or any of its Affiliates (including the Company) or any of their respective Representatives or any other Person, other than those representations and warranties expressly made by the Company Disclosure Letterin Article II, by Seller in Article III or in the certificates contemplated by Section 8.01(a)(i) and Section 8.01(a)(ii). Purchaser acknowledges and agrees that it is relying solely on the representations and warranties expressly made by the Company in Article II, by Seller in Article III or in the certificates contemplated by Section 8.01(a)(i) and Section 8.01(a)(ii) and on its own investigation and analysis in entering into the Transaction Documents to which it is a party and that each of the Transaction Documents is the product of arm’s-length negotiations. Purchaser and each of its Representatives acknowledge and agree that it and its Representatives (a) have had full access to and the opportunity to review all of the documents in the “Project Sprite” “data room” maintained by Intralinks or otherwise provided or made available to Purchaser or its Representatives on behalf of the Company, and (b) have been afforded access to the books and records, facilities and officers, directors, managers, employees and other representatives of the Company for purposes of conducting a due diligence investigation with respect thereto. Purchaser is an informed and sophisticated participant in the transactions contemplated by the Transaction Documents and has conducted to its satisfaction an investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and has had such documents and information made available and has evaluated such documents and information, as it has deemed necessary in connection with the execution and delivery of the Transaction Documents. Purchaser is knowledgeable about the industries in which the Company operates, is capable of evaluating the merits and risks of the Transactions as contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. (c) The foregoing shall not limit any right or remedy of Purchaser with respect to any claim for Fraud with respect to the making of the representations and warranties expressly made by the Company in Article II or by Seller in Article III.

No Other Representations or Warranties. Except (a) Neither Parent nor Merger Sub is relying and neither Parent nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties expressly set forth in this Article III (as qualified and in any certificate delivered in connection with this Agreement. Such representations and warranties by the Company Disclosure Letter), none of constitute the Company, any of its affiliates or any other Person on behalf sole and exclusive representations and warranties of the Company makes any express or implied representation or warranty (and there is its Subsidiaries in connection with the Transactions and has been no reliance by Parent, each of Parent and Merger Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by each of the Company and its Subsidiaries. (b) In connection with the due diligence investigation of each of the Company and its Subsidiaries by Pxxxxx and Merger Sub and their respective Affiliates, shareholders, directors, officers, employees, agents, Representatives or advisors, Parent and Merger Sub and their respective Affiliates, shareholders, directors, officers, employees, agents, Representatives and advisors have received and may continue to receive after the date of this Agreement from the Company and its Subsidiaries and their Affiliates, shareholders, directors, officers, employees, consultants, agents, Representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its Subsidiaries and their business and operations. Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Parent and Merger Sub will have no claim against the Company and its Subsidiaries, or any of their respective affiliatesAffiliates, shareholders, directors, officers, directors, employees, accountants, consultants, legal counselagents, investment bankers, Representatives or advisors, representatives or authorized agents on any such representation or warranty) other person with respect thereto other than, subject to the terms and conditions of this Agreement, with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly addressed or included in a representation or warranty contained in Article III. Accordingly, Parent and Merger Sub hereby acknowledge and agree that neither the Company and its Subsidiaries nor any of their respective Affiliates, shareholders, directors, officers, employees, consultants, agents, Representatives or advisors, nor any other person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans, other than, with respect to the Company, subject to the terms and conditions of this Article III (as qualified Agreement, any such information is expressly addressed or included in a representation or warranty made by the Company Disclosure Letter)contained in Article III.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)VI, none of the Company, any of its affiliates or Cobia and Swordfish acknowledge that neither LTP nor any other Person on behalf of the Company makes LTP has made, and neither Cobia nor Swordfish have relied upon, any representation or warranty, whether express or implied representation implied, at Law or in equity, with respect to LTP, its Affiliates or their respective businesses, affairs, assets, Liabilities, condition (financial or otherwise), results of operations, future operating or financial results or prospects or with respect to the accuracy or completeness of any other information provided or made available to Cobia or Swordfish by or on behalf of LTP, and LTP hereby disclaims any such other representations and warranties. In particular, without limiting the foregoing disclaimer, neither LTP nor any other Person on behalf of LTP has made any representations or warranty (and there is and has been no reliance by Parentto Cobia, Merger Sub Swordfish or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, Affiliates or representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to (a) any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documentsestimates, projections, forecasts forecasts, plans, budget or other material made available prospect information relating to Parent, Merger Sub or their Representatives or affiliates, LTP (including any information made available in the electronic data room maintained by the Company for purposes reasonableness of the Transactionsassumptions underlying such estimates, teasersprojections, marketing materialsforecasts, consulting reports plans, budgets or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub prospect information) or their respective Representatives or in any other form in connection with (b) except for the Transactions, unless representations and to the extent any such information is expressly included in a representation or warranty warranties contained in this Article III (as qualified by VI, any oral or written information presented to Cobia, Swordfish or any of their respective Affiliates or representatives in the Company Disclosure Letter)course of their due diligence of LTP, the negotiation of this Agreement or in the course of the transactions contemplated hereby.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by III, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company person makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses businesses, operations, assets, liabilities, conditions (financial or with respect to any other information providedotherwise) or prospects, or made availablethe transactions contemplated hereby, to Parentand the Company, Merger Sub on behalf of itself and its Subsidiaries, hereby disclaims any such other representations or their respective Representatives or affiliates in connection with the Transactionswarranties. In particular, including the accuracy or completeness thereof. Without without limiting the foregoingforegoing disclaimer, neither the Company nor any other Person will have person makes or be subject has made any representation or warranty to Purchaser or any liability of its affiliates or other obligation representatives with respect to Parent(i) any financial projection, Merger Sub forecast, estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their Representatives respective businesses, or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material (ii) except for the representations and warranties made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes in this Article III, any oral or written information presented to Purchaser or any of its affiliates or representatives in the course of their due diligence investigation of the TransactionsCompany, teasersthe negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) The Company acknowledges and agrees that neither Purchaser nor any other person has made or is making any express or implied representation or warranty with respect to Purchaser, marketing materialsits Subsidiaries, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives businesses, operations, assets, liabilities, conditions (financial or in any otherwise) or prospects, or the transactions contemplated hereby, other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty than those contained in this Article III (as qualified by IV. The Company has not relied on any representations and warranties of Purchaser other than the Company Disclosure Letter)representations and warranties of Purchaser that are expressly set forth in Article IV.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in ARTICLE III and ARTICLE IV or in any certificate delivered pursuant to this Article III (as qualified by the Company Disclosure Letter)Agreement, none of the Company, CECity or any of its affiliates the Shareholders or any other Person on behalf of the Company their respective Affiliates or Representatives makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyCECity, its properties and assets, the Company Subsidiaries or their respective businesses Business, the Shares, or with respect to any other information provided, or made available, to Parent, Merger Sub Buyer or their respective any of its Affiliates or Representatives or affiliates in connection with the Transactionstransactions contemplated hereby. None of CECity or any of the Shareholders, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person Person, will have or be subject to any liability or other obligation to ParentBuyer, Merger Sub its Affiliates, agents or their Representatives or affiliates or any other Person resulting from Parent’sthe sale of the Shares to Buyer or Buyer’s use of, Merger Sub’s or their Representatives’ the use by any of its Affiliates or affiliates’ use Representatives of any such information, including information, documents, projections, forecasts or other material made available to ParentBuyer, Merger Sub its Affiliates or their Representatives or affiliates, including any information made available in the electronic data room maintained by Data Room or any teaser, the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, memorandum or management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form presentations in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly and specifically included in a representation or warranty contained in ARTICLE III or ARTICLE IV or in any certificate delivered pursuant to this Article III (as qualified by Agreement. Except in the Company Disclosure Letter)case of Fraud, the Shareholders shall not have any liability for any representations and warranties made with respect to CECity unless and until the Closing occurs. Each of CECity and the Shareholders and their Affiliates and their respective Representatives disclaims any and all other representations and warranties, whether express or implied.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by 3 or the Company Disclosure Letter)Schedule, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, except in the case of Fraud in the making of the representations and warranties of the Company as set forth in this Agreement, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by 3 or the Company Disclosure Letter)Schedule.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Disclosure Schedule and the Company Disclosure LetterSEC Documents), none of the Company, any of its affiliates Affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Silk USA or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Representatives or authorized agents Affiliates on any such representation or warranty) with respect to the Company, the Company any of its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Silk USA or Merger Sub or their respective Representatives or affiliates Affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Silk USA, Merger Sub or their respective Representatives or affiliates Affiliates or any other Person resulting from Parent’s, Silk USA’s, Merger Sub’s or their respective Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of ParentSilk USA, Merger Sub or their respective Representatives or Affiliates, including any information made available in any management or other form presentations or in the electronic or other data rooms maintained by or on behalf of the Company or its Representatives in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Disclosure Schedule and the Company Disclosure LetterSEC Documents). Notwithstanding the foregoing, this Section 3.25 shall not limit Parent’s, Silk USA’s or Merger Sub’s remedies in the case of fraud (as determined by a court of competent jurisdiction pursuant to a final and nonappealable judgment).

No Other Representations or Warranties. Except Each of Parent and Merger Sub has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and its Subsidiaries. In entering into this Agreement, each of Parent and Merger Sub has relied solely upon its own investigation and analysis (and the representations and warranties set forth herein), and each of Parent and Merger Sub acknowledges that, except for the representations and warranties of the Company expressly set forth in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Company, the Company Subsidiaries, or any of their respective Representatives makes any representation or warranty, either express or implied, as to the Company or its affiliates Subsidiaries or as to the accuracy or completeness of any other Person on behalf of the Company makes any express information provided or implied representation or warranty (and there is and has been no reliance by made available to Parent, Merger Sub or any of their respective affiliatesRepresentatives. Without limiting the generality of the foregoing, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives none of the Company or authorized agents on its Subsidiaries nor any such of their respective Representatives or any other Person has made a representation or warranty) warranty to Parent or Merger Sub with respect to the Company(i) any projections, estimates, forecasts or budgets for the Company or its Subsidiaries or their respective businesses (ii) any material, documents or with respect information relating to any other information provided, the Company or its Subsidiaries made available, available to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any “data room,” confidential memorandum, other form in connection with the Transactionsoffering materials or otherwise, unless except as expressly and to the extent any such information is expressly included in specifically covered by a representation or warranty contained set forth in this Article III (IV. To the Knowledge of Parent, as qualified by of the Company Disclosure Letter)date hereof, none of the Company’s representations or warranties are untrue such that the condition set forth in Section 7.2(a) would fail to be satisfied.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article Articles III and IV, (as qualified modified by the Disclosure Schedule), in the Ancillary Documents and in the Confidentiality Agreement, Buyer and MergerSub hereby acknowledge and agree that (a) none of the Company, the Equityholders or any of their respective Representatives, has made or is making any express or implied representation or warranty with respect to the Company Disclosure Letteror any Series Bl Call Right Seller, including with respect to any information made available to Buyer or any of its Subsidiaries or Representatives, and (b) other than the right of the Buyer Indemnified Persons to be indemnified pursuant to Article 8 and, subject to the exception for fraud in Section 8.1.2(c) on the terms and subject to the conditions in Section 8.1.2(c), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub Equityholders or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection Securities Exchange Act of 1934 and has been filed separately with the TransactionsSecurities and Exchange Commission. Representatives, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability Liability or other indemnification obligation to Parentany Buyer Indemnified Person, Merger Sub resulting from the delivery to Buyer or MergerSub or any of their respective Representatives or affiliates the use by Buyer, MergerSub or any other Person resulting from Parent’sof their respective Representatives of any such information provided or made available to any of them by the Company or any of its Representatives, Merger Sub’s or their Representatives’ or affiliates’ use of including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to ParentBuyer, Merger Sub MergerSub or any of their Representatives respective Representatives, in “data rooms,” or affiliates, including any information made available management presentations in the electronic data room maintained by the Company for purposes anticipation or contemplation of the Contemplated Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except (a) Notwithstanding anything to the contrary contained herein or otherwise, but without limiting any claim or action by any Buyer Indemnified Party with respect to Fraud, except for the express representations and warranties expressly regarding the Company Group set forth in this Article III ARTICLE 3 (as qualified by Representations and Warranties Regarding the Company Disclosure LetterGroup) and Seller Parties set forth in ARTICLE 4 (Representations and Warranties of the Seller Parties), none no member of the CompanyCompany Group, any of its affiliates or the Seller Parties nor any other Person on behalf of the Company makes has made or is making any express or implied representation or warranty (and there is and has been no reliance by Parentwarranty, Merger Sub statutory or otherwise, of any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to nature regarding the CompanyCompany Group, the Seller Parties, the Business or the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates Successor Membership Interests in connection with the Transactions, including and the accuracy Company Successor hereby disclaims any other representation or completeness thereof. warranty of any kind or nature, express or implied, regarding the Company Group, the Seller Parties, the Business or the Company Successor Membership Interests. (b) Without limiting the foregoinggenerality of the immediately preceding paragraph, neither the Company nor but without limiting any other Person will have claim or be subject action with respect to Fraud, it is understood and agreed by Xxxxx, on behalf of itself and its Affiliates, that any liability cost estimate, projection or other obligation to Parentprediction, Merger Sub any memoranda or their Representatives offering materials or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliatespresentations, including any information made available in the electronic data room maintained memoranda and materials provided by the Company for purposes of the TransactionsGroup or Seller, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives Affiliates or in any other form in connection with the Transactionsrepresentatives, unless are not and shall not be deemed to be or to include representations or warranties, except to the extent any such information is expressly included explicitly set forth in a representation or warranty contained in this Article III ARTICLE 3 (as qualified by Representations and Warranties Regarding the Company Disclosure LetterGroup)., ARTICLE 4 (

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article IV are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Companyneither Acquiror nor Merger Sub, any of its affiliates or nor any other Person on behalf of the Company Person, has made or makes any other express or implied representation or warranty (and there is and has been no reliance by Parentwarranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect available to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub parties or their respective Representatives and expressly disclaims any such other representations or affiliates in connection with the Transactions, including the accuracy or completeness thereofwarranties. Without limiting the foregoing, neither the Company Acquiror nor Merger Sub, nor any other Person will Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or be subject prospect information relating to any liability Acquiror or other obligation to Parent, Merger Sub or their Representatives (b) any oral or, except for the representations and warranties expressly made by Acquiror or affiliates or any other Person resulting from Parent’sMerger Sub in this Article IV, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material written information made available to Parent, the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)V, none of the Company, any of its affiliates or Cobia and Swordfish acknowledge that neither UTP nor any other Person on behalf of the Company makes UTP has made, and neither Cobia and Swordfish has relied upon, any representation or warranty, whether express or implied representation implied, at Law or in equity, with respect to UTP, its Affiliates or their respective businesses, affairs, assets, Liabilities, condition (financial or otherwise), results of operations, future operating or financial results or prospects or with respect to the accuracy or completeness of any other information provided or made available to Cobia or Swordfish by or on behalf of UTP, and UTP hereby disclaims any such other representations and warranties. In particular, without limiting the foregoing disclaimer, neither UTP nor any other Person on behalf of UTP has made any representations or warranty (and there is and has been no reliance by Parentto Cobia, Merger Sub Swordfish or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, Affiliates or representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to (a) any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documentsestimates, projections, forecasts forecasts, plans, budget or other material made available prospect information relating to Parent, Merger Sub or their Representatives or affiliates, UTP (including any information made available in the electronic data room maintained by the Company for purposes reasonableness of the Transactionsassumptions underlying such estimates, teasersprojections, marketing materialsforecasts, consulting reports plans, budgets or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub prospect information) or their respective Representatives or in any other form in connection with (b) except for the Transactions, unless representations and to the extent any such information is expressly included in a representation or warranty warranties contained in this Article III (as qualified by V, any oral or written information presented to Cobia, Swordfish or any of their respective Affiliates or representatives in the Company Disclosure Letter)course of their due diligence of UTP, the negotiation of this Agreement or in the course of the transactions contemplated hereby.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Parent Parties and Merger Sub in this Article III (as qualified by the Company Disclosure Letter)ARTICLE VII, none of the CompanyParent Parties, any of its affiliates Merger Sub or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parentwith respect to the Parent Parties, Merger Sub or any of their respective affiliatesAffiliates or any of their respective businesses, officersoperations, directorsassets, employeesliabilities, accountantsconditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on and each of the Parent Parties and Merger Sub hereby expressly disclaims any such representation other representations or warranty) with respect to warranties. In particular, without limiting the Companyforegoing, none of the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to ParentParent Parties, Merger Sub or any other Person makes or has made any representation or warranty to the Partnership Parties or any of their respective Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or affiliates prospect information relating to Parent, any of their respective Affiliates or any of their respective businesses, or (b) any oral or, except for the representations and warranties made by Parent or Merger Sub in connection with this ARTICLE VII, written information made available to the Partnership Parties or any of their respective Affiliates or Representatives in the course of their evaluation of Parent, the negotiation of this Agreement or in the course of the Transactions, including the accuracy or completeness thereof. Without limiting Notwithstanding the foregoing, neither nothing in this Section 7.15 shall limit the Company nor any other Person will have Partnership Parties’ remedies with respect to intentional or be subject willful misrepresentation of material facts that constitute common law fraud arising from or relating to any liability or other obligation to Parent, the express representations and warranties made by Parent and Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)ARTICLE VII.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by III, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (and there is and has been no reliance by financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective affiliatesRepresentatives of any documentation, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives forecasts or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or other information with respect to any other information providedone or more of the foregoing, or made available, to Parent, and each of Parent and Merger Sub or their respective Representatives or affiliates in connection with acknowledge the Transactionsforegoing. In particular, including and without limiting the accuracy or completeness thereof. Without limiting generality of the foregoing, neither the Company nor any other Person will have makes or be subject to has made any liability express or other obligation implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or affiliates or prospect information relating to the Company, any other Person resulting from Parent’s, Merger Sub’s of its Subsidiaries or their Representatives’ respective businesses, (b) whether the Insurance Reserves or affiliates’ use of the assets supporting the Insurance Reserves have been or will be adequate or sufficient for the purposes for which they were established or (c) except for the representations and warranties made by the Company in this Article III, any information, documents, projections, forecasts oral or other material made available written information presented to Parent, Merger Sub or any of their respective Representatives or affiliates, including any information made available in the electronic data room maintained by course of their due diligence investigation of the Company for purposes Company, the negotiation of this Agreement or the course of the Transactions. Notwithstanding anything to the contrary contained in this Section 3.26, teasers, marketing materials, consulting reports this Section 3.26 shall in no event prohibit Parent or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub from making any claim against the Company, its Subsidiaries or their respective Affiliates or Representatives or in any other form in connection with the Transactions, unless and respect to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)matters involving fraud.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Partnership Parties in this Article III (as qualified by the Company Disclosure Letter)V, none of the Company, any of its affiliates or Partnership Parties nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Partnership Parties or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and there is and each of the Partnership Parties hereby expressly disclaims any such other representations or warranties. In particular, without limiting the foregoing, none of the Partnership Parties nor any other Person makes or has been no reliance by Parentmade any representation or warranty to the Parent Parties, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Affiliates or authorized agents on any such representation or warranty) Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the CompanyPartnership Parties, the Company Subsidiaries any of their respective Affiliates or any of their respective businesses or with respect (b) any oral or, except for the representations and warranties made by any of the Partnership Parties in this Article V, written information made available to any other information provided, or made available, to Parentthe Parent Parties, Merger Sub or any of their respective Affiliates or Representatives in the course of their evaluation of the Partnership, the negotiation of this Agreement or affiliates in connection with the course of the Transactions, including the accuracy or completeness thereof. Without limiting Notwithstanding the foregoing, neither nothing in this Section 5.13 shall limit the Company nor any other Person will have Parent Parties’ or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s remedies with respect to intentional or their Representatives’ willful misrepresentation of material facts that constitute common law fraud arising from or affiliates’ use of any information, documents, projections, forecasts or other material relating to the express representations and warranties made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained Partnership in this Article III (as qualified by the Company Disclosure Letter).V.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth contained in this Article III ARTICLE IV (as qualified modified by the Company Parent Disclosure Letter)) or in any certificate delivered by the Parent Parties to the Company in accordance with the terms hereof, the Company acknowledges that none of the Company, any of its affiliates Parent Parties or their respective Subsidiaries or any other Person on behalf of the Company makes Parent Parties has made or is making, and each hereby expressly disclaims, any other express or implied representation or warranty in connection with this Agreement and the transactions contemplated hereby. (b) Except for the representations and there is warranties made by the Company in this ARTICLE III (as modified by the Company Disclosure Letter and has been no reliance by Parentthe Company SEC Documents as provided in the preamble to this ARTICLE III), Merger Sub neither the Company nor any other Person or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Representatives is making (and each hereby expressly disclaims) any other express or authorized agents on any such implied representation or warranty) warranty with respect to the Company, the Company or any of its Subsidiaries or Affiliates or their respective businesses businesses, operations, assets, liabilities, condition (financial or otherwise), or prospects, notwithstanding the delivery or disclosure to the Parent Parties, or any of their respective Representatives or Affiliates of any documentation, forecasts or other information with respect to any other information provided, one or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with more of the Transactions, including the accuracy or completeness thereofforegoing. Without limiting the generality of the foregoing, neither the Company nor any other Person will have nor any of their respective Representatives makes or be subject has made any express or implied representation or warranty to any liability or other obligation to Parentthe Parent Parties, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or Affiliates, with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to the Company, its Subsidiaries and/or Affiliates or any of their respective businesses, properties or assets or (ii) any oral or written information presented to, discussed with or otherwise made available to the Parent Parties, or any of their respective Representatives or Affiliates, in any other form the course of their due diligence investigation of the Company, the negotiation of this Agreement, or otherwise 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 III (as qualified by the Company Disclosure Letter)transactions contemplated hereby.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by V and in certifications delivered pursuant to this Agreement, and the representations of the Parent Significant Stockholders or the Company Disclosure Letter)Significant Stockholder in the Voting Agreements, none of the CompanyParent, Merger Sub, any of its affiliates their respective Affiliates or any other Person on behalf of the Company Parent makes any express or implied representation or warranty (and there is and has been no reliance by with respect to Parent, Merger Sub or any of Sub, their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub the Company or their respective its Representatives or affiliates Affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, and other than in the case of Fraud, neither the Company Parent, Merger Sub nor any other Person will have or be subject to any liability Liability or other obligation to Parent, Merger Sub the Company or their its Representatives or affiliates Affiliates or any other Person resulting from Parent’s, Merger Subthe Company’s or their its Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or forecasts, financial model of other material made available to Parent, Merger Sub the Company or their its Representatives or affiliatesAffiliates, including any information made available in the electronic data room for maintained by the Company Parent for purposes of the Transactionstransactions contemplated by this Agreement, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Company or their respective its Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by V or in certifications delivered pursuant to this Agreement, and the representations of the Parent Significant Stockholders or the Company Disclosure Letter)Significant Stockholder in the Voting Agreements.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror and Merger Sub. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)V, none of the Companyneither Acquiror nor Merger Sub, nor any of its affiliates their Affiliates or their respective Representatives or any other Person on behalf of the Company Person, has made or makes any other express or implied representation or warranty (and there is and has been no reliance by Parentwarranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect available to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub parties or their respective Representatives and expressly disclaims any such other representations or affiliates in connection with the Transactions, including the accuracy or completeness thereofwarranties. Without limiting the foregoing, neither the Company Acquiror nor Merger Sub, nor any other Person will Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or be subject prospect information relating to any liability Acquiror or other obligation to Parent, Merger Sub or their Representatives (b) any oral or, except for the representations and warranties expressly made by Acquiror or affiliates or any other Person resulting from Parent’sMerger Sub in this Article V, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material written information made available to Parent, the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by Parent in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Company, any of its affiliates or neither Parent nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by with respect to Parent, Merger Sub its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by Parent in this Article IV, any oral or written information presented to the Company or any of its Affiliates or representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Parent acknowledges and agrees that neither Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Article III. In furtherance of the foregoing, the Parent further acknowledges and agrees that it is not entitled to rely, has not relied and will not rely, on any representation or warranty of the Company, the Company Members, and the Company Affiliates or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to other Person, other than those representations and warranties expressly made by the Company, the Company Subsidiaries or their respective businesses or with respect to any other information providedMembers, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither and the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material Affiliates in Article III. The Parent acknowledges and agrees that it is relying solely on the representations and warranties expressly made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the TransactionsCompany, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Members, and the Company Affiliates in Article III, and on its own investigation and analysis in entering into the transaction documents contemplated herein to which it is a party and that each such transaction document is the product of arm’s-length negotiations.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III Section 3.1 (as qualified modified by the Company Disclosure Letter, as supplemented or amended), none of neither the Company, any of its affiliates or Company nor any other Person on behalf of the Company or any Subsidiary of the Company makes any other express or implied representation or warranty (with respect to the Company or any Subsidiary of the Company or the transactions contemplated by this Agreement and there is any other assets, rights or obligations to be transferred hereunder or pursuant hereto, and has been no reliance the Company disclaims any other representations or warranties, whether made by Parent, Merger Sub the Company or any of their respective affiliatesits Affiliates or its directors, officers, directorsmanagers, employees, accountants, consultants, legal counsel, investment bankers, advisorsattorneys, accountants and other advisors and representatives (such directors, officers, managers, employees, investment bankers, attorneys, accountants and other advisors and representatives, collectively, the “Representatives”). Except for the representations and warranties contained in this Section 3.1 (as modified by the Company Disclosure Letter, as supplemented or authorized agents on any such representation or warranty) with respect to the Companyamended), the Company Subsidiaries hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or their respective businesses or with respect to any other information providedmade, communicated, or made available, furnished (orally or in writing) to Parent, Merger Sub or their respective Affiliates or Representatives (including any opinion, information, projection or affiliates in connection with the Transactionsadvice that may have been or may be provided to Parent or Merger Sub by any director, including the accuracy officer, employee, agent, consultant, or completeness thereof. Without limiting the foregoing, neither Representative of the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty its Affiliates). Notwithstanding anything contained in this Article III (as qualified by Agreement to the contrary, the Company Disclosure Letter)makes no representations or warranties to Parent or Merger Sub regarding any projections or the future or probable profitability, success, business, prospects, opportunities, relationships and operations of the Company and/or its Subsidiaries.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by CrossFirst in this Article III (as qualified and by the Company Disclosure Letter)Busey in Article IV, none of the Companyneither CrossFirst, any of its affiliates or Busey, nor any other Person on behalf of the Company person makes any express or implied representation or warranty with respect to CrossFirst, Busey or their respective Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and there is each of CrossFirst and Busey hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither CrossFirst nor Busey, as applicable, nor any other person makes or has been no reliance by Parentmade any representation or warranty to Busey or CrossFirst, Merger Sub as applicable, or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, affiliates or representatives or authorized agents on any such representation or warranty) with respect to the Company(i) any financial projection, the Company forecast, estimate, budget or prospective information relating to CrossFirst or Busey, as applicable, or any of their respective Subsidiaries or their respective businesses or with respect to any other information providedbusinesses, or (ii) except for the representations and warranties made availableby CrossFirst in Article III and by Busey in Article IV, any oral or written information presented to ParentBusey or CrossFirst, Merger Sub as applicable, or any of their respective Representatives affiliates or affiliates representatives in connection with the Transactionscourse of their respective due diligence investigation of CrossFirst or Busey, including as applicable, the accuracy negotiation of this Agreement or completeness thereof. Without limiting in the foregoingcourse of the transactions contemplated hereby. (b) Each of CrossFirst and Busey acknowledges and agrees that neither Busey, neither the Company CrossFirst nor any other Person will have person has made or be subject to is making any liability express or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a implied representation or warranty other than those contained in this Article III (as qualified by the Company Disclosure Letter)and Article IV.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Company, any of its affiliates or Affiliates nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates Affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates Affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliatesAffiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement (the “Electronic Data Room”), teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified IV. Except with respect to the representations and warranties of Parent and Merger Sub expressly set forth in Article V or otherwise in this Agreement, there is and has been no reliance by the Company Disclosure Letter)Company, its Affiliates or any of their respective Representatives on any express or implied representation or warranty of Parent or Merger Sub in connection with the transactions contemplated hereby.

No Other Representations or Warranties. Except for the representations and or warranties expressly set forth in this Article III (as qualified by Section 3.1, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of Company has made any representation or warranty, expressed or implied, with respect to the Company or the Subsidiaries of the Company, their businesses, operations, assets, liabilities, condition (financial 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 the Company nor any other Person makes or has made any express or implied representation or warranty (and there is and has been no reliance by to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Affiliates or authorized agents on any such representation or warranty) Representatives with respect to to, except for the Company, representations and warranties made by the Company Subsidiaries in this Section 3.1, any oral or their respective businesses or with respect to any other written information provided, or made available, presented to Parent, 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 or affiliates in connection with the Transactionscourse of the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf acknowledges and agrees that none of Parent, Merger Sub or their respective Representatives or in any other form Person has made or is making any representations or warranties relating to Parent or Merger Sub whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in connection with the TransactionsSection 3.2, unless and to the extent including any such information is expressly included in a implied representation or warranty contained in this Article III (as qualified by to the accuracy or completeness of any information regarding Parent or Merger Sub furnished or made available to the Company Disclosure Letter)or any of its Representatives.

No Other Representations or Warranties. Except The Company is not relying and has not relied on any representations or warranties whatsoever regarding the Buyer, express or implied, except for the representations and warranties expressly set forth in this Article III IV (as qualified including the related portions of the Buyer Disclosure Schedule). Such representations and warranties by the Company Disclosure Letter), none Buyer constitute the sole and exclusive representations and warranties of the CompanyBuyer in connection with the Merger and the Company understands, acknowledges and agrees that all other representations and warranties of any of its affiliates kind or any other Person on behalf nature as to the Buyer, whether express, implied or statutory, are specifically disclaimed by the Buyer. In connection with the due diligence investigation of the Company makes any express or implied representation or warranty (Buyer and there is and has been no reliance the Merger Subsidiaries by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect and its Affiliates, directors, officers, employees, agents, representatives and advisors have received and may continue to any receive after the date hereof from the Buyer and its Affiliates, directors, officers, employees, consultants, agents, representatives and advisors certain estimates, projections, forecasts and other information providedforward-looking information, as well as certain business plan information, regarding the Buyer and its business and operations. The Company hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that the Company will have no claim against the Buyer, or made availableany of its Affiliates, to Parentdirectors, Merger Sub officers, employees, consultants, agents, representatives or their respective Representatives or affiliates in connection with the Transactionsadvisors, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, respect thereto unless and to the extent any such information is expressly addressed or included in a representation or warranty contained in this Article III (as qualified Agreement. Accordingly, the Company hereby acknowledges and agrees that neither the Buyer nor any of its Affiliates, directors, officers, employees, consultants, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans unless any such information is expressly addressed or included in a representation or warranty made by the Company Disclosure Letter)Buyer or the Merger Subsidiaries contained in this Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)‎IV, none of the Companyneither Parent nor Merger Sub, any of its their affiliates or any other Person on behalf of the Company Parent or Merger Sub makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub the Company or any of their its respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyParent, Merger Sub, the Company Parent Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub the Company or their its respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company Parent nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub the Company or their its Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s the Company or their its Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Company or their its Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Company or their its 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 III (as qualified by the Company Disclosure Letter)‎IV.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)3, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by the Parent, Merger Sub the Purchaser or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Parent, Merger Sub the Purchaser or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to the Parent, Merger Sub the Purchaser or their Representatives or affiliates or any other Person resulting from the Parent’s, Merger Subthe Purchaser’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to the Parent, Merger Sub the Purchaser or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Parent, Merger Sub the Purchaser or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless except as and only to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by 3. Notwithstanding the Company Disclosure Letter)foregoing, nothing set forth herein shall limit or otherwise impair the rights of the Parent and the Purchaser under this Agreement or applicable Law arising out of Fraud.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III ARTICLE 3 (as qualified by the Company Disclosure Letter)Schedules attached hereto) and the documents to be delivered pursuant to Section 2.6, none of neither the Company, any of its affiliates or Sellers nor any other Person on behalf of the Company makes or shall be deemed to make any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries Subsidiary, the Business, the Assets, the Partnership Interests or their respective businesses or with respect to the transactions contemplated by this Agreement, and the Sellers disclaim any other information providedrepresentations or warranties, or whether made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with by the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates Sellers or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in Person. Except for the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless representations and to the extent any such information is expressly included in a representation or warranty warranties contained in this Article III ARTICLE 3 (as qualified by the Company Disclosure LetterSchedules attached hereto) and the documents to be delivered pursuant to Section 2.6, the Sellers hereby disclaim all liability and responsibility for, or any use by the Buyer or its Affiliates or representatives of, any representation, warranty, projection, forecast, statement, or information made, communicated or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection or advice that may heretofore have been or may hereafter be made available to the Buyer or its Affiliates or representatives, whether in any “data rooms”, “management presentations”, “confidential information memoranda”, or “break out sessions” in response to questions submitted by or on behalf of the Buyer or otherwise by any officer, director, employee, agent or representative of the Company, the Subsidiary or either of the Sellers or any of their respective Affiliates).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Company, Company or any of its affiliates or Affiliates nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub, Financing Sub or their respective Representatives or affiliates Affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub, Financing Sub or their Representatives or affiliates Affiliates or any other Person resulting from Parent’s, Merger Sub’s, Financing Sub’s or their Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or of other material made available to Parent, Merger Sub or their Representatives or affiliatesAffiliates, including any information made available in the electronic data room for Project University run by IntraLinks, Inc. and maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement (the “Electronic Data Room”), teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified IV. Except with respect to the representations and warranties of Parent, Merger Sub and Financing Sub expressly set forth in Article V and Section 9.15, there is and has been no reliance by the Company Disclosure Letter)Company, its Affiliates or any of their respective Representatives on any express or implied representation or warranty of Parent, Merger Sub or Financing Sub in connection with the transactions contemplated hereby.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified 3 or any certificate delivered by the Company Disclosure Letter)pursuant to Section 6.3, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, except with respect to common law fraud (with the element of scienter) and the representations and warranties contained in this Article 3 (as qualified by the Company Disclosure Letter in accordance with this Agreement) or any certificate delivered by the Company pursuant to Section 6.3, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in Article 4 or this Article III 5 (as qualified modified by the Company Disclosure LetterSchedules), and except in the event of any Action arising out of, involving or otherwise in respect of Fraud, none of the Company, any Subsidiary of its affiliates the Company, any Seller, any of their respective Affiliates, or any other Person on behalf of the Company their behalf, makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub the Buyers or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, Affiliates or representatives or authorized agents on any such representation or warranty) with respect to the Company, any Subsidiary of the Company Subsidiaries Company, or their respective businesses or with respect to any other information provided, or made available, to Parentthe Buyer Representative, Merger Sub the Buyers or their respective Representatives representatives or affiliates Affiliates in connection with the Contemplated Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parentthe Buyer Representative, Merger Sub the Buyers or their Representatives respective representatives or affiliates Affiliates or any other Person resulting from Parentthe Buyer Representative’s, Merger Sub’s the Buyers’ or their Representativesrespective representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Buyers or their Representatives respective representatives or affiliatesAffiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Contemplated Transactions, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Buyers or their respective Representatives representatives or in any other form in connection with the Contemplated Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in Article 4 or this Article III 5 (as qualified modified by the Company Disclosure Letter)Schedules) and except in the event of any Action arising out of, involving or otherwise in respect of Fraud.

No Other Representations or Warranties. Except for Each of Parent and Merger Sub acknowledges and agrees that, other than the representations and warranties expressly set forth in this Article III (as qualified by III, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person makes, and it is not relying on, any other express or implied representation or warranty on behalf of the Company or any of its Subsidiaries or Affiliates. Without limiting the generality of the foregoing, and notwithstanding the delivery or disclosure to Parent, Merger Sub, or any of their respective Representatives or Affiliates of any documentation or other information by the Company or any of its Subsidiaries or any of its or their Representatives with respect to one or more of the following, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person makes any express or implied representation or warranty on the behalf of the Company or any of its Subsidiaries or Affiliates with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (and there is and has been no reliance by or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Affiliates.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Parent Parties in this Article III (as qualified by ARTICLE IV, the Company Disclosure Letter), hereby acknowledges and agrees that none of the CompanyParent Parties, any of its affiliates their Affiliates or any other Person has made or is making any express or implied representation or warranty on behalf of the Parent Parties or any of their Affiliates. Without limiting the generality of the foregoing, and notwithstanding the delivery or disclosure to the Company and its Subsidiaries, or any of their respective Representatives or Affiliates of any documentation or other information by the Parent Parties or any of their Affiliates or any of their respective Representatives with respect to any one or more of the following, the Company and its Subsidiaries acknowledge and agree that none of the Parent Parties nor any other Person makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub on behalf of the Parent Parties or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or Affiliates with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Parent Parties or any of their respective Affiliates or the future business, operations or affairs of the Parent Parties or any of their respective Affiliates heretofore or hereafter delivered to or made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes or its Subsidiaries or any of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Affiliates.