Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser in this Section 3.3, neither Purchaser nor any other Person makes any express or implied representation or warranty with respect to Purchaser, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser 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 (A) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their respective businesses, or (B) except for the representations and warranties made by Purchaser in this Section 3.3, 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 Purchaser, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser the Company in this Section 3.33.2, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Purchaser or any of its Affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, or (B) except for the representations and warranties made by Purchaser the Company in this Section 3.33.2, any oral or written information presented to the Company Purchaser or any of its Affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Purchaser The Company hereby acknowledges and agrees that neither the Company Purchaser nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.23.3.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3Article 3, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Acquiror or any of its Affiliates or representatives with respect to to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3Article 3, any oral or written information presented to the Company Acquiror or any of its Affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby The Company acknowledges and agrees that neither the Company Acquiror nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article 4.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser in this Section 3.34.02, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaser, the Company and its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser 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 (A) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their respective businesses, or (B) and except for the representations and warranties made by Purchaser the Company in this Section 3.34.02, neither the Company nor any Person makes or has made any representation to Parent or any of Parent’s Affiliates or representatives with respect to any oral or written information presented to the Company Parent or any of its Parent’s Affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company (including any financial projections or forecasts), the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Purchaser hereby The Company acknowledges and agrees that neither the Company Parent nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.24.03.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE III, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Parent or any of its Affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, businesses or (Bii) except for the representations and warranties made by Purchaser in this Section 3.3, any oral or written information presented to the Company Parent or any of its Affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby The Company acknowledges and agrees that neither the Company Parent nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2ARTICLE IV of this Agreement.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser Seller in this Section 3.3Article IV or as may be set forth in any Ancillary Agreement, neither Purchaser nor no Asset Seller Entity or any other Person makes any other express or implied representation or warranty with respect to Purchaserthe Asset Seller Entities, its Subsidiariesthe Purchased Assets, or their respective businessesthe Business (including operations, operationsproperties, assets, liabilitiesLiabilities, conditions (financial or otherwise) or prospects), or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Business, notwithstanding the delivery or disclosure to Purchaser or any of its Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and Purchaser hereby disclaims any such other representations or warrantiesacknowledges the foregoing. In particular, and without limiting the foregoing disclaimergenerality of the foregoing, neither Purchaser nor none of Seller, any Asset Seller Entity or any other Person makes or has made any express or implied representation or warranty to the Company Purchaser or any of its Affiliates or representatives Representatives with respect to (Aa) any financial projection, forecast, estimate, budget or prospective other information relating to Purchaser, any of its Subsidiaries or their respective businesses, the Business or (Bb) except for the representations and warranties made by Purchaser Seller in this Section 3.3Article IV, any oral or written information presented to the Company Purchaser or any of its Affiliates or representatives Representatives in the course of their due diligence investigation of Purchaserthe Business, the negotiation of this Agreement or in the course of the transactions contemplated herebyTransactions. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.

No Other Representations or Warranties. (i) Except for the representations and warranties expressly made by Purchaser in this Section 3.32.3 or made by the Sponsors in the Equity Commitment Letter or Limited Guarantee, neither Purchaser nor any other Person person makes any express or implied representation or warranty with respect to Purchaser, Purchaser or its Subsidiaries, or their respective businesses, operations, conduct, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser nor any other Person person makes or has made any representation or warranty to the Company or any of its Affiliates Subsidiaries or representatives its or their respective Representatives with respect to (A) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of Purchaser or its Subsidiaries or their respective businesses, operations, conduct, assets, liabilities, conditions (financial or otherwise) or prospects or (B) except for the representations and warranties expressly made by Purchaser in this Section 3.32.3 or made by the Sponsors in the Equity Commitment Letter or Limited Guarantee, any oral oral, electronic, written or written other information presented or made available to the Company or any of its Affiliates Subsidiaries or representatives its or their respective Representatives in the course of (x) their due diligence investigation of PurchaserPurchaser or its affiliates, (y) the negotiation of this Agreement or in the course of (z) the transactions contemplated hereby. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.

No Other Representations or Warranties. (i) Except for the representations and warranties expressly made by Purchaser in this Section 3.32.3, neither Purchaser Purchaser, its Representatives, nor any other Person makes person makes, has made or has been authorized to make any express or implied representation or warranty with respect to Purchaser, Purchaser or its Subsidiaries, or their respective businesses, operations, conduct, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Purchaser, its Representatives, nor any other Person makes person makes, has made or has made been authorized to make any representation or warranty to the Company or any of its Affiliates Subsidiaries or representatives its or their respective Representatives with respect to (A) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of Purchaser or its Subsidiaries or their respective businesses, operations, conduct, assets, liabilities, conditions (financial or otherwise) or prospects or (B) except for the representations and warranties expressly made by Purchaser in this Section 3.32.3, any oral oral, electronic, written or written other information presented or made available to the Company or any of its Affiliates Subsidiaries or representatives its or their respective Representatives in the course of (x) their due diligence investigation of PurchaserPurchaser or its affiliates, (y) the negotiation of this Agreement or in the course of (z) the transactions contemplated hereby. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Acquiror in this Section 3.3Article 4, neither Purchaser Acquiror nor any other Person makes any express or implied representation or warranty with respect to PurchaserAcquiror, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser Acquiror hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Acquiror 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 to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserAcquiror, any of its Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser Acquiror in this Section 3.3Article 4, 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 PurchaserAcquiror, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby Acquiror acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article 3.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Discover in this Section 3.3Article III, neither Purchaser Discover nor any other Person person makes any express or implied representation or warranty with respect to PurchaserDiscover, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser Discover hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Discover nor any other Person person makes or has made any representation or warranty to the Company Capital One or any of its Affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserDiscover, any of its Subsidiaries or their respective businesses, businesses or (Bii) except for the representations and warranties made by Purchaser Discover in this Section 3.3Article III, any oral or written information presented to the Company Capital One or any of its Affiliates or representatives in the course of their due diligence investigation of PurchaserDiscover, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby Discover acknowledges and agrees that neither the Company Capital One nor Xxxxxx Sub nor any other Person person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article IV.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser in this Section 3.3Article IV, neither Purchaser nor any other Person person makes any express or implied representation or warranty with respect to Purchaser, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser nor any other Person person makes or has made any representation or warranty to the Company or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser in this Section 3.3Article IV, any oral or written information presented to the Company or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of Purchaser, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article III. Purchaser has not relied on any representations and warranties of the Company other than the representations and warranties of the Company that are expressly set forth in Article III.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Acquiror in this Section 3.3Article 4, neither Purchaser Acquiror nor any other Person makes any express or implied representation or warranty with respect to PurchaserAcquiror, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser Acquiror hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Acquiror nor any other Person makes or has made any representation or warranty warranty, express or implied, to the Company or any of its Affiliates or representatives with respect to to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserAcquiror, any of its Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser Acquiror in this Section 3.3Article 4, 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 PurchaserAcquiror, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby Acquiror acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article 3.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3Article 3, and as qualified by the Company Disclosure Schedules (and any updates thereto), neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person makes or has made any representation or warranty warranty, express or implied, to the Company Acquiror or any of its Affiliates or representatives with respect to to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3Article 3, any oral or written information presented to the Company Acquiror or any of its Affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby The Company acknowledges and agrees that neither the Company Acquiror nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article 4.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser CBC in this Section 3.3Article V, neither Purchaser CBC nor any other Person makes any express or implied representation or warranty with respect to PurchaserCBC, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser CBC hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser CBC nor any other Person makes or has made any representation or warranty to the Company SCB or any of its Affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserCBC, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser CBC in this Section 3.3Article V, any oral or written information presented to the Company SCB or any of its Affiliates or representatives in the course of their due diligence investigation of PurchaserCBC, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby CBC acknowledges and agrees that neither the Company SCB nor any other Person has made or is making making, and CBC has not relied upon, any express or implied representation or warranty other than those contained in Section 3.2Article VI.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE II, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its any of the Company Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Parent or any of its Affiliates or representatives Representatives with respect to to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its the Company Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE II, any oral or written information presented to the Company Parent or any of its Affiliates or representatives Representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Purchaser hereby . The Company acknowledges and agrees that neither the Company Parent or Merger Sub nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2ARTICLE III.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser in this Section 3.3Article IV, neither Purchaser nor any other Person person makes any express or implied representation or warranty with respect to Purchaser, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser nor any other Person person makes or has made any representation or warranty to the Company or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser in this Section 3.3Article IV, any oral or written information presented to the Company or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of Purchaser, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) . Purchaser hereby acknowledges and agrees that neither the Company nor any other Person person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article III. Purchaser has not relied on any representations and warranties of the Company other than the representations and warranties of the Company that are expressly set forth in Article III.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Acquiror in this Section 3.3Article 4, neither Purchaser Acquiror nor any other Person makes any express or implied representation or warranty with respect to PurchaserAcquiror, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser Acquiror hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Acquiror 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 to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserAcquiror, any of its Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser Acquiror in this Section 3.3Article 4, 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 PurchaserAcquiror, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby Acquiror acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.Article 3. ARTICLE 5

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser expressly set forth in this Section 3.3Article III, neither Purchaser the Company nor any other Person makes on behalf of the Company makes, or has made (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims), any express or implied representation or warranty with respect to Purchaser, its Subsidiariesthe Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Merger Sub or any of their respective businessesAffiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise) ), prospects or prospectsotherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, and Purchaser hereby disclaims Parent and Merger Sub and their respective Representatives and Affiliates are not relying on, and waive any such claim based on reliance on, any representation, warranty or other representations information of the Company, any of the Company’s Subsidiaries or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser 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 (A) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their respective businesses, or (B) except for the representations and warranties made by Purchaser those expressly set forth in this Section 3.3, 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 Purchaser, the negotiation of this Agreement or in the course of the transactions contemplated herebyArticle III. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Wxxxxxx in this Section 3.3Article IV, neither Purchaser Wxxxxxx nor any other Person person makes any express or implied representation or warranty with respect to PurchaserWxxxxxx, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser Wxxxxxx hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Wxxxxxx nor any other Person person makes or has made any representation or warranty to the Company Sterling or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserWxxxxxx, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser Wxxxxxx in this Section 3.3Article IV, any oral or written information presented to the Company Sterling or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of PurchaserWxxxxxx, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby Wxxxxxx acknowledges and agrees that neither the Company Sterling nor any other Person person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article III.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser the Company that are expressly set forth in this Section 3.3ARTICLE III (as modified by the Company Disclosure Letter) or in the Company Closing Certificate, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect relating to Purchaser, Company or any of its Subsidiaries, Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby the Company expressly disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimerforegoing, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub or any of its their respective Affiliates or representatives Representatives with respect to (Aa) any financial projectionprojections, predictions, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries Affiliates or any of their respective businessesbusinesses or (b) any oral, or (B) except for the representations and warranties made by Purchaser the Company that are expressly set forth in this Section 3.3ARTICLE III or in the Company Closing Certificate, any oral or written information presented made available to the Company Parent, Merger Sub or any of its their Affiliates or representatives Representatives in the course of their due diligence investigation evaluation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated herebyTransactions. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Company in this Section 3.3Article III, neither Purchaser Company nor any other Person person makes any express or implied representation or warranty with respect to PurchaserCompany, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Company nor any other Person person makes or has made any representation or warranty to the Company Parent Parties or any of its Affiliates their affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserCompany, any of its Subsidiaries or their respective businesses, businesses or (Bii) except for the representations and warranties made by Purchaser Company in this Section 3.3Article III, any oral or written information presented to the Company Parent Parties or any of its Affiliates their affiliates or representatives in the course of their due diligence investigation of PurchaserCompany, the negotiation of this Agreement or in the course of the transactions contemplated herebyby this Agreement. (iib) Purchaser hereby Company acknowledges and agrees that neither the Company Xxxxxx, Xxxxxx Sub nor any other Person person on behalf of Parent or Merger Sub has made or is making making, and Company has not relied upon, any express or implied representation or warranty other than those contained in Section 3.2Article IV.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser the Company in this Section 3.3Article V or in any Related Agreement, neither Purchaser the Company nor any other Person makes makes, and Purchaser has not relied and is not relying on, any express or implied representation or warranty with respect to Purchaser, its Subsidiaries, any of the Company Entities or their respective businesses, operations, assets, liabilitiesLiabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article V or in any Related Agreement, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Purchaser or any of its Affiliates or representatives Representatives with respect to (Aa) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries the Company Entities or their respective businesses, or (Bb) except for the representations and warranties made by Purchaser in this Section 3.3, any oral or written information presented to the Company Purchaser or any of its Affiliates or representatives Representatives in the course of their due diligence investigation of Purchaserthe Company Entities, the negotiation of this Agreement or in the course of the transactions contemplated herebyTransactions. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3Article 3, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly set forth herein neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Acquiror or any of its Affiliates or representatives with respect to to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3Article 3, any oral or written information presented to the Company Acquiror or any of its Affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby The Company acknowledges and agrees that neither the Company Acquiror nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article 4.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE II, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its any of the Company Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Parent or any of its Affiliates affiliates or representatives Representatives with respect to to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its the Company Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE II, any oral or written information presented to the Company Parent or any of its Affiliates affiliates or representatives Representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby The Company acknowledges and agrees that neither the Company Parent nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2ARTICLE III.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE II, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its any of the Company Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Parent or any of its Affiliates affiliates or representatives Representatives with respect to to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its the Company Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE II, any oral or written information presented to the Company Parent or any of its Affiliates affiliates or representatives Representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Purchaser hereby . The Company acknowledges and agrees that neither the Company Parent or Merger Sub nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2ARTICLE III.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Buyer in this Section 3.3Article IV, neither Purchaser Buyer nor any of its Subsidiaries (including Buyer Bank), nor any other Person person makes any express or implied representation or warranty with respect to PurchaserBuyer, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser Buyer hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Buyer nor any other Person person makes or has made any representation or warranty to the Company Buyer or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserBuyer, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser Buyer in this Section 3.3Article IV, any oral or written information presented to the Company or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of PurchaserBuyer, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby Xxxxx acknowledges and agrees that neither the Company nor any of its Subsidiaries nor any other Person person has made or is making any express or implied representation or warranty other than those representations and warranties of Company expressly contained in Section 3.2Article III.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Company in this Section 3.3Article III, neither Purchaser Company nor any of its Subsidiaries (including Company Bank), nor any other Person person makes any express or implied representation or warranty with respect to PurchaserCompany, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Company nor any other Person person makes or has made any representation or warranty to the Company Buyer or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserCompany, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser Company in this Section 3.3Article III, any oral or written information presented to the Company Buyer or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of PurchaserCompany, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby Company acknowledges and agrees that neither the Company Buyer nor any of its Subsidiaries nor any other Person person has made or is making any express or implied representation or warranty other than those representations and warranties of Buyer and Merger Sub expressly contained in Section 3.2Article IV.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Company in this Section 3.3Article III, neither Purchaser Company nor any other Person person makes any express or implied representation or warranty with respect to PurchaserCompany, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, or the transactions contemplated hereby, and Purchaser Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Company nor any other Person person makes or has made any representation or warranty to the Company Purchaser or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserCompany, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser Company in this Section 3.3Article III, any oral or written information presented to the Company Purchaser or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of PurchaserCompany, the negotiation of this Agreement or in the course of the transactions contemplated hereby. . (iib) Purchaser hereby Company acknowledges and agrees that neither the Company Xxxxxxxxx nor any other Person person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.with

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser Notwithstanding anything contained in this Section 3.3Agreement to the contrary, neither Purchaser nor any other Person makes any express or implied representation or warranty with respect to Purchasernone of Seller, its Subsidiariesthe Target Companies, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser nor any other Person makes or has made any representation representations or warranty warranties whatsoever, express or implied, as to the Seller, any Target Company or the transactions contemplated hereby beyond those expressly given by Seller in Article III and Article IV (as modified by the Schedules hereto, as supplemented and amended in accordance with this Agreement) or in any of its Affiliates or representatives with respect to (A) certificate delivered hereunder, and Seller disclaims any financial and all liability and responsibility for any other representation, warranty, guaranty, projection, forecast, estimatestatement or information made, budget communicated, or prospective information relating furnished (orally or in writing) to PurchaserBuyer, any of its Subsidiaries Affiliates or their respective businessesRepresentatives (including any opinion, information, projection, or (B) except advice that may have been or may be provided to Buyer by any Representative of Seller, any Target Company, or any of their respective Affiliates). Except as expressly set forth in Article III or Article IV or any certificate delivered hereunder, Seller does not make any representation or warranty regarding the probable success or profitability of any Target Company, merchantability or fitness for any particular purpose or any implied warranties whatsoever. Notwithstanding the representations and warranties made by Purchaser foregoing, nothing in this Section 3.34.10 or elsewhere in the Agreement shall limit, any oral restrict, prohibit, restrain or written information presented to the Company or otherwise impair any of its Affiliates Buyer’s rights or representatives remedies in the course case of their due diligence investigation of Purchaser, the negotiation of this Agreement or in the course of the transactions contemplated herebyFraud. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser the Company in this Section 3.3Article III and in any certificate or other document delivered in connection with this Agreement, neither Purchaser the Company nor any other Person acting on its behalf makes any other express or implied representation or warranty with respect to Purchaserthe Class A Common Stock, the Company or any of its Subsidiaries, Subsidiaries or their respective businesses, operations, properties, assets, liabilities, conditions condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Purchasers or any of their Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and Purchaser hereby disclaims any such other representations or warrantiesthe Purchasers acknowledges the foregoing. In particular, and without limiting the foregoing disclaimergenerality of the foregoing, except for the representations and warranties made by the Company in this Article III and in any certificate or other document delivered in connection with this Agreement, neither Purchaser the Company nor any other Person makes or has made any express or implied representation or warranty to the Company Purchasers or any of its Affiliates or representatives their Representatives with respect to (Aa) any financial projection, forecast, estimate, budget or prospective prospect information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, businesses or (Bb) except for the representations and warranties made by Purchaser in this Section 3.3, any oral or written information presented to the Company Purchasers or any of its Affiliates or representatives their Representatives in the course of their its due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the Transactions or any other transactions contemplated hereby. (ii) Purchaser hereby acknowledges and agrees that neither or potential transactions involving the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2and the Purchasers.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser in this Section 3.3, neither Purchaser nor any other Person makes any express or implied representation or warranty with respect to Purchaser, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser 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 (A) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their respective businesses, or (B) except for the representations and warranties made by Purchaser in this Section 3.3, 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 Purchaser, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.23.2 and that Purchaser did not rely on any representation or warranty not contained in Section 3.2 when making its decisions to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3Article 3, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Article 3, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Acquiror or any of its Affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their respective businesses, or (B) except for the representations and warranties made by Purchaser in this Section 3.3, any oral or written information presented to the Company Acquiror or any of its Affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby The Company acknowledges and agrees that neither the Company Acquiror nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article 4.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3Article 3, and as qualified by the Company Disclosure Schedules (and any updates thereto), neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person makes or has made any representation or warranty warranty, express or implied, to the Company Acquiror or any of its Affiliates or representatives with respect to to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3Article 3, any oral or written information presented to the Company Acquiror or any of its Affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, in the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby The Company acknowledges and agrees that neither the Company Acquiror nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article 4.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Acquiror in this Section 3.3Article 4, neither Purchaser Acquiror nor any other Person makes any express or implied representation or warranty with respect to PurchaserAcquiror, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser Acquiror hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Acquiror nor any other Person person makes or has made any representation or warranty to the Company or any of its Affiliates affiliates or representatives with respect to to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserAcquiror, any of its Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser Acquiror in this Section 3.3Article 4, any oral or written information presented to the Company or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of PurchaserAcquiror, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby Acquiror acknowledges and agrees that neither the Company nor any other Person person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article 3.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser expressly contained in this Article III and Section 3.35.7(b), neither Purchaser nor any other Person makes any express or implied representation or warranty with respect to Purchaser, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser 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 (A) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their respective businesses, or (B) except for the representations and warranties made by Purchaser in this Section 3.3, 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 Purchaser, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company or any of its affiliates in connection with this Agreement or the transactions contemplated hereby. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article IV and Section 5.7(b) (in each case as qualified and limited by the Parent Disclosure Letter), none of Parent, Merlin Holdco and Merger Sub or any of their respective Subsidiaries, or any of their respective affiliates, stockholders or Representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Parent, Merlin Holdco, Merger Sub or any of their respective Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Company or any of its respective affiliates, stockholders or Representatives, or any other than those contained Person, or, except as otherwise expressly set forth in Section 3.2this Agreement, had or has any duty or obligation to provide any information to the Company or any of its respective affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser in this Section 3.3Article IV, neither Purchaser nor any other Person person makes any express or implied representation or warranty with respect to Purchaser, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser nor any other Person person makes or has made any representation or warranty to the Company or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser in this Section 3.3Article IV, any oral or written information presented to the Company or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of Purchaser, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person person has made or is making any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, or the transactions contemplated hereby, other than those contained in Section 3.2Article III.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Company in this Section 3.3Article III, neither Company nor any other person makes any express or implied representation or warranty with respect to Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, or the transactions contemplated hereby, and Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Company nor any other person makes or has made any representation or warranty to Purchaser or any of its affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Company, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by Company 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 Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Company acknowledges and agrees that neither Purchaser nor any other Person makes person has made or is making any express or implied representation or warranty with respect to Purchaser, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser 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 (A) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their respective businesses, or (B) except for the representations and warranties made by Purchaser in this Section 3.3, 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 Purchaser, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty , other than those contained in Section 3.2Article IV.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Buyer in this Section 3.3Article IV, neither Purchaser Buyer nor Buyer Bank nor any other Person makes any express or implied representation or warranty with respect to PurchaserBuyer, its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser Buyer hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Buyer nor any other Person makes or has made any representation or warranty to the Company, Company Bank or any of its their respective Affiliates or representatives Representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserBuyer, any of its Subsidiaries or their respective businesses, businesses or (Bii) except for the representations and warranties made by Purchaser Buyer in this Section 3.3Article IV, any oral or written information presented to the Company or any of its Affiliates or representatives Representatives in the course of their due diligence investigation of PurchaserBuyer, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby Buyer acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, other than those contained in Section 3.2Article III.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser the Company in this Section 3.3Article III, neither Purchaser the Company nor any other Person person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person person makes or has made any representation or warranty to the Company Purchaser or any of its Affiliates affiliates or representatives with respect to (Aa) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, or (Bb) except for the representations and warranties made by Purchaser in this Section 3.3, any oral or written information presented to the Company Purchaser or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Purchaser hereby , except in each case, for the representations and warranties made by the Company in this Article III. The Company acknowledges and agrees that neither the Company nor none of Purchaser, Merger Subs or any other Person person on behalf of Purchaser or Merger Subs has made or is making making, and the Company has not relied upon, any express or implied representation or warranty other than those contained in Section 3.2Article IV.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser the Company in this Section 3.3Article 3, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly set forth herein neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub or any of its their respective Affiliates or representatives with respect to to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3Article 3, 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 Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Purchaser hereby Contemplated Transactions. The Company acknowledges and agrees that neither the Company Parent, Merger Sub nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article 4.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE III, neither Purchaser the Company nor any other Person person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person person makes or has made any representation or warranty to the Company Purchaser or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE III, any oral or written information presented to the Company Purchaser or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby The Company acknowledges and agrees that neither the Company Purchaser nor any other Person person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.ARTICLE IV. The Company has not relied on any representations and warranties of Purchaser other than the representations and warranties of Purchaser that are expressly set forth in ARTICLE IV. ARTICLE IV

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3Article III, neither Purchaser the Company nor any other Person person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person person makes or has made any representation or warranty to any of the Company Parent Entities or any of its Affiliates their affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3Article III, any oral or written information presented to any of the Company Parent Entities or any of its Affiliates their affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby The Company acknowledges and agrees that neither none of the Company nor Parent Entities or any other Person person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article IV.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3Article III, neither Purchaser the Company nor any other Person person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person person makes or has made any representation or warranty to the Company Parent or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3Article III, any oral or written information presented to the Company Parent or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby.. Table of Contents (iib) Purchaser hereby The Company acknowledges and agrees that neither the Company Parent nor any other Person person has made or is making any express or implied representation or warranty other than those contained in Section 3.2Article IV. The Company has not relied on any representations and warranties of Parent other than the representations and warranties of Parent that are expressly set forth in Article IV.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser the Company that are expressly set forth in this Section 3.3Article III (as modified by the Company Disclosure Letter) or expressly made in the Company Closing Certificate, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect relating to Purchaser, Company or any of its Subsidiaries, Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby the Company expressly disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimerforegoing, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Purchaser or any of its respective Affiliates or representatives Representatives with respect to (Aa) any financial projectionprojections, predictions, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries Affiliates or any of their respective businessesbusinesses or (b) any oral, or (B) except for the representations and warranties made by Purchaser the Company that are expressly set forth in this Section 3.3Article III or in the Company Closing Certificate, any oral or written information presented Made Available to the Company or any of its Affiliates or representatives Purchaser in the course of their due diligence investigation its evaluation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated herebyTransaction. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE III, neither Purchaser the Company nor any other Person person makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person person makes or has made any representation or warranty to the Company Purchaser or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE III, any oral or written information presented to the Company Purchaser or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby The Company acknowledges and agrees that neither the Company Purchaser nor any other Person person has made or is making any express or implied representation or warranty other than those contained in Section 3.2ARTICLE IV. The Company has not relied on any representations and warranties of Purchaser other than the representations and warranties of Purchaser that are expressly set forth in ARTICLE IV.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser contained in this Section 3.3Article V, the Company acknowledges that (i) neither Purchaser the Purchasers nor any other Person acting on behalf of any Purchaser makes any express or implied representation or warranty with respect to Purchaser, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions the Company and (financial or otherwiseii) or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting neither the foregoing disclaimer, neither Purchaser Purchasers nor any other Person makes acting on behalf of any Purchaser shall have or has made be subject to any representation or warranty liability to the Company or any of its Affiliates or representatives with respect their respective directors, officers or employees resulting from the distribution to (A) any financial projectionthe Company, forecast, estimate, budget or prospective information relating to Purchaserthe Company’s use of, any of information, documents, projections, forecasts or other material available or made available to the Company or its Subsidiaries or their respective businesses, or Representatives. (Bb) except Except for the representations and warranties made by Purchaser contained in this Section 3.3Article 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 Purchaser, the negotiation of this Agreement or in the course each of the transactions contemplated hereby. Purchasers acknowledges that (iia) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making acting on behalf of the Company makes any express or implied representation or warranty to the Purchasers and (b) neither the Company nor any other than those contained in Section 3.2Person acting on behalf of the Company shall have or be subject to any liability to the Purchasers or any of their Affiliates or their respective directors, officers or employees resulting from the distribution to any Purchaser, or any Purchaser’s use of, any information, documents, projections, forecasts or other material available or made available to the Purchasers.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser PFIS in this Section 3.3Article IV, neither Purchaser PFIS nor any other Person person makes any express or implied representation or warranty with respect to PurchaserPFIS, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser PFIS hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser PFIS nor any other Person person makes or has made any representation or warranty to the Company PFIS or any of its Affiliates affiliates or representatives with respect to any (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserPFIS, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser PFIS in this Section 3.3Article IV, any oral or written information presented to the Company PFIS or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of PurchaserPFIS, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby PFIS acknowledges and agrees that neither the Company FNCB nor any other Person person has made or is making any express or implied representation or warranty with respect to FNCB, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, other than those contained in Section 3.2Article III.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser in this Section 3.3Article IV, neither Purchaser nor any other Person person makes any express or implied representation or warranty with respect to Purchaser, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser nor any other Person person makes or has made any representation or warranty to the Company or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser in this Section 3.3Article IV, any oral or written information presented to the Company or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of Purchaser, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person person has made or is making any express or implied representation or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, or the transactions contemplated hereby, other than those contained in Section 3.2.Article III. ARTICLE V

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser the Company that are expressly set forth in this Section 3.3ARTICLE III (as modified by the Company Disclosure Schedule) or in the Company Closing Certificate, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect relating to Purchaser, Company or any of its Subsidiaries, Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser hereby the Company expressly disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimerforegoing, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Parent, Merger Sub or any of its their respective Affiliates or representatives Representatives with respect to (Aa) any financial projectionprojections, predictions, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries Affiliates or any of their respective businessesbusinesses or (b) any oral, or (B) except for the representations and warranties made by Purchaser the Company that are expressly set forth in this Section 3.3ARTICLE III or in the Company Closing Certificate, any oral or written information presented made available to the Company Parent, Merger Sub or any of its their Affiliates or representatives Representatives in the course of their due diligence investigation evaluation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated herebyTransactions. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser Company in this Section 3.3Article III, neither Purchaser Company nor any other Person person makes any express or implied representation or warranty with respect to PurchaserCompany, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser Company hereby disclaims any such other representations or warranties, and Parent and Holdco acknowledge the same. In particular, without limiting the foregoing disclaimer, neither Purchaser Company nor any other Person person makes or has made any representation or warranty to the Company Parent or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to PurchaserCompany, any of its Subsidiaries or their respective businesses, businesses or (Bii) except for the representations and warranties made by Purchaser Company in this Section 3.3Article III, any oral or written information presented to the Company Parent or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of PurchaserCompany, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby Company acknowledges and agrees that neither the Company Parent nor any other Person person on behalf of Parent has made or is making making, and Company has not relied upon, any express or implied representation or warranty other than those contained in Section 3.2Article IV.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE III, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its any of the Company Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Parent or any of its Affiliates or representatives Representatives with respect to to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its the Company Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE III, any oral or written information presented to the Company Parent or any of its Affiliates or representatives Representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Purchaser hereby . The Company acknowledges and agrees that neither the Company Parent or Merger Sub nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2ARTICLE IV.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser CMYF in this Section 3.33.2, neither Purchaser CMYF nor any other Person makes any express or implied representation or warranty with respect to Purchaser, its SubsidiariesCMYF, or their respective businessesits business, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser CMYF hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser CMYF nor any other Person makes or has made any representation or warranty to the Company Purchaser, Purchaser Bank or any of its their Affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospective information relating to Purchaser, any of CMYF or its Subsidiaries or their respective businessesbusiness, or (B) except for the representations and warranties made by Purchaser CMYF in this Section 3.33.2, any oral or written information presented to the Company Purchaser, Purchaser Bank or any of its their Affiliates or representatives in the course of their due diligence investigation of PurchaserCMYF, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Purchaser CMYF hereby acknowledges and agrees that neither the Company Purchaser nor Purchaser Bank or any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.23.3.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE II, neither Purchaser the Company nor any other Person makes any express or implied representation or warranty with respect to Purchaserthe Company, its any of the Company Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person makes or has made any representation or warranty to the Company Parent or any of its Affiliates affiliates or representatives Representatives with respect to to: (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its the Company Subsidiaries or their respective businesses, ; or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3ARTICLE II, any oral or written information presented to the Company Parent or any of its Affiliates affiliates or representatives Representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby The Company acknowledges and agrees that neither the Company Parent or Merger Sub nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2ARTICLE III.

No Other Representations or Warranties. (ia) Except for the representations and warranties made by Purchaser the Company in this Section 3.3Article III, neither Purchaser the Company nor any other Person person, including the Trustees (except as provided in the Company Voting Agreement and the Investor Agreement), makes any express or implied representation or warranty with respect to Purchaserthe Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Purchaser the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser the Company nor any other Person person, including the Trustees, makes or has made any representation or warranty to the Company Parent or any of its Affiliates affiliates or representatives with respect to (Ai) any financial projection, forecast, estimate, budget or prospective information relating to Purchaserthe Company, any of its Subsidiaries or their respective businesses, or (Bii) except for the representations and warranties made by Purchaser the Company in this Section 3.3Article III, any oral or written information presented to the Company Parent or any of its Affiliates affiliates or representatives in the course of their due diligence investigation of Purchaserthe Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (iib) Purchaser hereby The Company acknowledges and agrees that neither the Company Pxxxxx, Mxxxxx Sub nor any other Person person on behalf of Parent or Merger Sub has made or is making making, and the Company has not relied upon, any express or implied representation or warranty other than those contained in Section 3.2Article IV.

No Other Representations or Warranties. (i) Except for the representations and warranties made by Purchaser contained in this Section 3.3Article IV, the Contributors and the Company acknowledge that neither Purchaser Investor nor any other Person makes on behalf of Investor has made, and the Contributors and the Company have not relied upon, any representation or warranty, whether express or implied representation implied, at Law or warranty in equity, with respect to PurchaserInvestor, its Subsidiaries, Affiliates or their respective businesses, operationsaffairs, assets, liabilitiesLiabilities, conditions condition (financial or otherwise) ), results of operations, future operating or prospectsfinancial results or prospects or with respect to the accuracy or completeness of any other information provided or made available to the Contributors or the Company by or on behalf of Investor, and Purchaser the Contributors and the Company hereby disclaims disclaim any such other representations or and warranties. In particular, without limiting the foregoing disclaimer, neither Purchaser Investor nor any other Person makes or on behalf of Investor has made any representation representations or warranty to the Contributors, the Company or any of its their respective Affiliates or representatives Representatives with respect to (A) any financial projectionto, forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their respective businesses, or (B) except for the representations and warranties made by Purchaser contained in this Section 3.3Article IV, any oral or written information presented to the Contributors, the Company or any of its their respective Affiliates or representatives Representatives in the course of their due diligence investigation of PurchaserInvestor, the negotiation of this Agreement or in the course of the transactions contemplated herebyTransactions. (ii) Purchaser hereby acknowledges and agrees that neither the Company nor any other Person has made or is making any express or implied representation or warranty other than those contained in Section 3.2.