Common use of No Other Representations Clause in Contracts

No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.

No Other Representations. No party is making (i) Except for the representations and warranties made in this Section 5.2 or any certificate delivered pursuant to this Agreement, neither Parent nor Merger Sub or any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and Parent and Merger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 5.2 or any certificate delivered pursuant to this Agreement, neither Parent nor Merger Sub or any other Person makes or has made any representation or warranty to the Company or any of its Person or Representatives with respect to (A) any kind financial projection, forecast, estimate, budget or nature whatsoever prospect information relating to Parent or any of its Subsidiaries or their respective businesses or (B) except for the representations and warranties made in this Section 5.2 or any certificate delivered pursuant to this Agreement, any oral or written information presented to the Company or any of its Person or Representatives in the course of their due diligence investigation of Parent or Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Notwithstanding anything contained in this Agreement to the contrary, Parent and Merger Sub acknowledge and agree that neither the Company nor any other party heretoPerson has made or is making, oral and Parent and Merger Sub expressly disclaim reliance upon, any representations, warranties or writtenstatements relating to the Company or its Subsidiaries whatsoever, express or implied, with respect beyond those expressly given by the Company in Section 5.1 or any certificate delivered pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of any information regarding the information provided Company furnished or made available to be provided to the Rollover Stockholder by Parent or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeRepresentatives. Without limiting the generality of the foregoing, the Rollover Stockholder acknowledges Parent and agrees that Merger Sub acknowledge that, except as expressly provided in Section 5.1 or any certificate delivered pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Parent, Merger Sub or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyRepresentatives.

No Other Representations. No party is making (i) Except for the representations and warranties made in this Section 5.1 or any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party the Company hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 5.1 or any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any representation or warranty to Parent or any of its Person or Representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than Company or any of its Subsidiaries or their respective businesses or (B) except for the representations and warranties of SPV and Topco set forth made in this Section 5.1 or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor oral or written information presented to Parent or any of its Person or Representatives in the course of their respective officersdue diligence investigation of the Company, directorsthe negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Notwithstanding anything contained in this Agreement to the contrary, representatives, agents, advisors (including financial advisors the Company acknowledges and placement agents agrees that neither Parent nor Merger Sub or persons or entities performing similar functions) nor any other person Person has made or entity makes is making, and the Company expressly disclaims reliance upon, any representation representations, warranties or warrantystatements relating to Parent or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Parent in Section 5.2 or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding Parent or to be provided Merger Sub furnished or made available to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Company or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeits Representatives. Without limiting the generality of the foregoing, the Rollover Stockholder Company acknowledges and agrees that that, except as expressly provided in Section 5.2 or any certificate delivered pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Company or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyits Representatives.

No Other Representations. No party is making (i) Except for the express written representations and warranties made in this Section 4.1 (as qualified by the Amedisys Disclosure Letter and the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, neither Amedisys nor any other person acting on behalf of Amedisys or its subsidiaries makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Amedisys, its subsidiaries, the Amedisys Provider JVs or their respective affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Amedisys hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreementwarranties. Without In particular, without limiting the foregoingforegoing disclaimer, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth except as expressly provided in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Amedisys nor any other person makes or entity makes has made any representation or warrantywarranty to OPCH or any of its affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to Amedisys or any of its subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this Section 4.1 (as qualified by the Amedisys Disclosure Letter and the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, any oral or written information presented to OPCH or any of its affiliates or representatives in the course of their due diligence investigation of Amedisys, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Notwithstanding anything contained in this Agreement to the contrary, Amedisys acknowledges and agrees that neither OPCH nor Merger Sub or any other person acting on behalf of OPCH or its subsidiaries has made, is making or is authorized to make, and Amedisys expressly disclaims reliance upon, any representations, warranties or statements relating to OPCH or its subsidiaries whatsoever, express or implied, beyond those expressly given by OPCH in writing in Section 4.2 (as qualified by the OPCH Disclosure Letter and the OPCH Filed SEC Documents) or any certificate delivered by or at the direction of OPCH pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding OPCH or Merger Sub furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Amedisys or any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, Amedisys acknowledges that, except as expressly provided in Section 4.2 (as qualified by the Rollover Stockholder acknowledges OPCH Disclosure Letter and agrees that the OPCH Filed SEC Documents) or any certificate delivered by or at the direction of OPCH pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Amedisys or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.

No Other Representations. No party is making (a) Except for the representations and warranties made in this Article IV, or any certificate delivered pursuant to this Agreement, neither GX nor any other Person acting on behalf of GX makes or has made any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to GX or its businesses, operations, assets, liabilities or conditions (financial or otherwise) or prospects, including in respect of information furnished to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth Company in Section 5 hereofany form, and each party GX hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, neither GX 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 the transactions contemplated by this Agreement. Without limiting the foregoing(i) any projection, the Rollover Stockholder understands and agrees thatforecast, other than estimate, budget or prospective financial information relating to GX or its businesses or (ii) except for the representations and warranties of SPV and Topco set forth made in this Article IV or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their respective officersdue diligence investigation of GX, directorsthe negotiation of this Agreement or in the course of the Transactions. (b) Notwithstanding anything contained in this Agreement to the contrary, representatives, agents, advisors (including financial advisors GX acknowledges and placement agents agrees that none of the Company or persons or entities performing similar functions) nor any other person Person acting on behalf of the Company has made or entity makes is making, and GX expressly disclaims reliance upon, any representation representations, warranties or warrantystatements relating to the Company, express or implied, beyond those expressly given by GX in Article III or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco Company or any other person matter furnished or entity or related made available to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof GX or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeits Representatives. Without limiting the generality of the foregoing, the Rollover Stockholder GX acknowledges and agrees that no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospective financial information or data that may have been made available to the Rollover Stockholder (including in any data room GX or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officersits Representatives, directors, representatives, agents, advisors (including financial advisors and placement agents except as expressly given by the Company in Article III or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement certificate delivered pursuant to which such Person is a partythis Agreement.

No Other Representations. No party is making (a) Except for the representations and warranties made in this Article III, or any certificate delivered pursuant to this Agreement, neither the Company nor any other Person acting on behalf of the Company or the Company Subsidiaries makes or has made any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this AgreementCompany or the Company Subsidiaries or their respective businesses, except those representations expressly operations, assets, liabilities or conditions (financial or otherwise) or prospects, including in respect of information furnished or provided to GX or made by such party set forth available to GX in Section 5 hereofthe VDR, management presentations or in any other form, and each party the Company hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to GX or any of its Affiliates or Representatives with respect to (i) any projection, forecast, estimate, budget or prospective financial information relating to the transactions contemplated by this Agreement. Without limiting Company or any of the foregoing, the Rollover Stockholder understands and agrees that, other than Company Subsidiaries or their respective businesses or (ii) except for the representations and warranties of SPV and Topco set forth made in this Article III or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor oral or written information presented to GX or any of its Affiliates or Representatives in the course of their respective officersdue diligence investigation of the Company, directorsthe negotiation of this Agreement or in the course of the Transactions. (b) Notwithstanding anything contained in this Agreement to the contrary, representatives, agents, advisors (including financial advisors the Company acknowledges and placement agents agrees that none of GX or persons or entities performing similar functions) nor any other person acting on behalf of GX has made or entity makes is making, and the Company expressly disclaims reliance upon, any representation representations, warranties or warrantystatements relating to GX, express or implied, beyond those expressly given by GX in Article IV or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco regarding GX or any other person matter furnished or entity or related made available to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Company or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeits Representatives. Without limiting the generality of the foregoing, the Rollover Stockholder Company acknowledges and agrees that no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospective financial information or data that may have been made available to the Rollover Stockholder (including in any data room Company or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officersits Representatives, directors, representatives, agents, advisors (including financial advisors and placement agents except as expressly given by GX in Article IV or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement certificate delivered pursuant to which such Person is a partythis Agreement.

No Other Representations. No party In connection with the due diligence investigation of the Company by Parent and Merger Sub, both prior to the date of the execution of the Original Merger Agreement and the date of this Amendment, Parent and Merger Sub have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan and cost-related plan information, regarding the Company, its subsidiaries and their respective business and operations. Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking information, with which Parent and Merger Sub are familiar, and that Parent and Merger Sub have taken and are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans and cost-related plans, so furnished to them. Accordingly, Parent and Merger Sub hereby acknowledge that neither the Company nor any of its subsidiaries, nor any of their respective stockholders, members, directors, officers, employees, affiliates, advisors, agents or Representatives, nor any other person, has made or is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreementsuch estimates, except those representations expressly made by such party set forth in Section 5 hereofprojections, and each party hereby disclaims any such other representations forecasts, forward-looking information, business plans or warranties with respect to the transactions contemplated by this Agreementcost-related plans. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than Except for the representations and warranties contained in Article III of SPV and Topco set forth in this the Merger Agreement, Parent acknowledges that neither SPV, Topco the Company nor any respective Affiliate thereof of its subsidiaries nor any Representative of any such persons or any of their respective officerssubsidiaries makes, directorsand Parent acknowledges that it has not relied upon or otherwise been induced by, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person express or entity makes any implied representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder warranty by or on behalf of SPV any of such persons or Topco or with respect to any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments information provided or statements made available to Parent by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder persons in connection with its consideration of the transactions contemplated hereby, and by the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyMerger Agreement.

No Other Representations. No party is making Except as otherwise expressly set forth in Section 16, Seller acknowledges and agrees that none of OpCo Purchaser or any representation of its Affiliates or warranty any other Person, makes, or shall be deemed to have made by or on behalf of OpCo Purchaser any representations or warranties of any kind or nature whatsoever to any other party hereto, oral or writtennature, express or implied, at Law or in equity, in connection with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations or future financial condition (or any component thereof) of OpCo Purchaser or any of its Affiliates, and Seller (on behalf of itself and the Selling Entities) hereby expressly disclaims reliance upon any such representation or warranty, whether by or on behalf of OpCo Purchaser, any of its Affiliates or any other Person and notwithstanding the delivery or disclosure to Seller or its Affiliates, Representatives, Related Parties or any other Person of any documentation or other information by OpCo Purchaser, any of its Affiliates or data Representatives or any other Person with respect to any of the foregoing. Except as otherwise expressly set forth in Section 17, Seller acknowledges and agrees that none of PropCo Purchaser or any of its Affiliates or any other Person, makes, or shall be deemed to have made available to the Rollover Stockholder (including in by or on behalf of PropCo Purchaser any data room representations or warranties of any kind or nature, express or implied, at Law or in any presentation) provided or hereafter provided to the Rollover Stockholder equity, in connection with its consideration of the transactions contemplated herebyby this Agreement, including any representations or warranties with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations or future financial condition (or any component thereof) of PropCo Purchaser or any of its Affiliates, and Seller (on behalf of itself and the Rollover Stockholder agrees that neither SPV Selling Entities) hereby expressly disclaims reliance upon any such representation or Topco nor any respective Affiliate thereof nor warranty, whether by or on behalf of PropCo Purchaser, any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents its Affiliates or persons or entities performing similar functions) nor any other person Person and notwithstanding the delivery or entity shall have disclosure to Seller or its Affiliates, Representatives, Related Parties or any liability other Person of any documentation or other information by PropCo Purchaser, any of its Affiliates or Representatives or any other Person with respect theretoto any of the foregoing. For the avoidance of doubt, nothing herein the foregoing shall not operate to limit or invalidate any representations representation or warranties made warranty contained in any other agreement to which such Person is a partyAncillary Agreement.

No Other Representations. No party is making The Company, NHT Intermediary, NHT Holdings, and NHT OP acknowledge that neither NXDT, NXDT Intermediary, NXDT OP, NXDT Merger Sub nor any Person on behalf of NXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub makes, and neither the Company, NHT Intermediary, NHT Holdings nor NHT OP has relied on, and hereby disclaims, any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to NXDT, NXDT Intermediary, NXDT OP or NXDT Merger Sub or their respective businesses or with respect to the accuracy or completeness of any other information provided to the Company in connection with the transactions contemplated by this Agreement, except those other than the representations expressly made by such party set forth and warranties contained in Section 5 hereof, and each party hereby disclaims Article V or any such other representations or warranties certificate delivered in connection with respect to the transactions contemplated by this Agreement, or with respect to future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects). Without limiting the foregoing, the Rollover Stockholder understands Company, NHT Intermediary, NHT Holdings and agrees NHT OP acknowledge and agree that, other than except for any remedies available under or in connection with this Agreement with respect to the representations and warranties of SPV and Topco expressly set forth in Article V or in any certificate delivered in connection with the transactions contemplated by this Agreement, neither SPVNXDT, Topco nor any respective Affiliate thereof nor any of their respective officersNXDT Intermediary, directorsNXDT OP, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) NXDT Merger Sub nor any other person Person shall have or entity makes be subject to any representation liability or warranty, express or implied, as other obligation to the accuracy Company, NHT Intermediary, NHT Holdings, NHT OP or completeness of the information provided their Representatives or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco affiliates or any other person Person resulting from the Company’s, NHT Intermediary’s, NHT Holdings’, NHT OP’s or entity their Representatives’ or related to the transactions contemplated herebyaffiliates’ use of any information, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data material made available to the Rollover Stockholder (including in any data room Company, NHT Intermediary, NHT Holdings, NHT OP or in any presentation) provided its Representatives or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyaffiliates.

No Other Representations. No party is making The Company, on behalf of itself and the other Acquired Companies, acknowledges that: (a) except for the representations and warranties expressly set forth in Section 3 and in the certificate delivered pursuant to Section 7.6, none of Parent, Merger Sub or any other Parent Entity (or any other Person) makes, or has made, any representation or warranty relating to the Parent Entities or any of their businesses or operations in connection with this Agreement or the Merger; and (b) the representations and warranties made by Parent and Merger Sub in Section 3 and in the certificate delivered pursuant to Section 7.6 are in lieu of and are exclusive of all other representations and warranties made by Parent and Merger Sub, including any express or implied warranties as to merchantability or fitness for a particular purpose, and each of Parent and Merger Sub disclaims any other or implied representations or warranties, notwithstanding the delivery or disclosure by or on behalf of Parent or Merger Sub of any kind other information (including any financial information, supplemental data or nature whatsoever financial projections or other forward-looking statements) to the Company, any other party heretoAcquired Company or any of their respective Affiliates or Representatives. The Company, oral or writtenon behalf of itself and the other Acquired Companies, express or implied, with respect to the transactions contemplated by this Agreementfurther acknowledges that, except those for the representations and warranties expressly made by such party set forth in Section 5 hereof3 and in the certificate delivered pursuant to Section 7.6, and each party hereby disclaims it has not relied on or otherwise been induced by: (i) any such other representations express or warranties with respect implied representation or warranty relating to the transactions contemplated by Parent Entities or any of their businesses or operations in connection with this Agreement. Without limiting Agreement or the foregoingMerger; (ii) any estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information provided or addressed to the Rollover Stockholder understands and agrees thatCompany, any other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor Acquired Company or any of their respective officers, directors, representatives, agents, advisors Affiliates or Representatives; or (including financial advisors and placement agents iii) the accuracy or persons or entities performing similar functions) nor completeness of any other person or entity makes any representation or representation, warranty, express estimate, projection, prediction, data, financial information, memorandum, presentation or impliedother materials or information. The Company acknowledges that neither Parent nor Merger Sub will have or be subject to any liability or indemnification obligation to the Company resulting from the distribution or provision to the Company, as or the Company’s use of, or relating to the accuracy or completeness of the information provided any such information, including any information, documents, projections, forecasts or to be provided other material made available to the Rollover Stockholder by Company in certain “data rooms” or on behalf management presentations in expectation of SPV or Topco or any other person or entity or related the Contemplated Transactions, unless and then only to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity extent that any such information is accurate expressly included in a representation or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including warranty contained in any data room Section 3 or in any presentation) provided or hereafter provided the certificate delivered pursuant to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partySection 7.6.

No Other Representations. No party is making (i) Except for the express written representations and warranties made in this Section 4.2 (as qualified by the OPCH Disclosure Letter or the OPCH Filed SEC Documents) or any certificate delivered by or at the direction of OPCH pursuant to this Agreement, neither OPCH nor Merger Sub or any other person acting on behalf of OPCH or its subsidiaries makes any express or implied representation or warranty of with respect to OPCH or its subsidiaries or their respective affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and OPCH and Merger Sub hereby disclaim any kind such other representations or nature whatsoever warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 4.2 or any certificate delivered pursuant to this Agreement, neither OPCH nor Merger Sub or any other party heretoperson makes or has made any express or implied representation or warranty to Amedisys or any of its affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to OPCH or any of its subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this Section 4.2 (as qualified by the OPCH Disclosure Letter or the OPCH Filed SEC Documents) or any certificate delivered by or at the direction of OPCH pursuant to this Agreement, any oral or writtenwritten information presented to Amedisys or any of its affiliates or representatives in the course of their due diligence investigation of OPCH or Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Notwithstanding anything contained in this Agreement to the contrary, OPCH and Merger Sub acknowledge and agree that neither Amedisys nor any other person acting on behalf of Amedisys, its subsidiaries or the Amedisys Provider JVs has made, is making, or is authorized to make, and OPCH and Merger Sub expressly disclaim reliance upon, any representations, warranties or statements relating to Amedisys, its subsidiaries or the Amedisys Provider JVs whatsoever, express or implied, with respect beyond those expressly given by Amedisys in writing in Section 4.1 (as qualified by the Amedisys Disclosure Letter or the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of any information regarding Amedisys, its subsidiaries or the information provided Amedisys Provider JVs furnished or made available to be provided to the Rollover Stockholder by OPCH or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, OPCH and Merger Sub acknowledge that, except as expressly provided in Section 4.1 (as qualified by the Rollover Stockholder acknowledges Amedisys Disclosure Letter and agrees that the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room OPCH and Merger Sub or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.

No Other Representations. No It is the explicit intent of each party hereto, and Purchaser expressly acknowledges and agrees, that, in connection with this Agreement, none of Seller nor any of its Affiliates has made, is making or has authorized any Person to make any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwhatsoever, express or implied, with respect to except those representations and warranties expressly set forth in this Article IV or in the transactions contemplated other Transaction Documents. Except as expressly and specifically set forth in the representations and warranties made by Seller in this Article IV and the representations and warranties in the other Transaction Documents, each of Seller, its Affiliates, and its Representatives expressly disclaims any and all other representations and warranties, whether express or implied, and in entering into this Agreement, except those representations Purchaser expressly made by such party set forth in Section 5 hereof, disclaims reliance on any and each party hereby disclaims any all such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warrantywarranties, express or implied, as including those relating to Seller, the Acquired Companies, the Business, the IP Seller IP or the Transactions, or any of their financial condition, business, operations, results of operations, properties, assets, liabilities or prospects, or any estimate, projection, prediction, data, financial information, teaser, confidential information presentation or any other materials or information provided or addressed to Purchaser, its Affiliates or its and their Representatives, including with respect to the accuracy or completeness of any such information. Except as expressly and specifically set forth in the information provided or to be provided to representations and warranties made solely by Seller in this Article IV and the Rollover Stockholder by or on behalf representations and warranties in the other Transaction Documents, each of SPV or Topco or any other person or entity or related to the transactions contemplated herebySeller, the LLCA or any other document or instrument referred to hereinits Affiliates, and nothing contained in its Representatives has not made, is not making, has not authorized anyone to make and specifically disclaims any other documents statement, representation or instruments provided warranty of merchantability, usage, suitability or statements made by or on behalf of SPV or Topco or fitness for any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made particular purpose with respect to any projections, forecasts, estimates or other information or data made available to assets of the Rollover Stockholder Business (including in the IP Seller IP), any data room or in any presentation) provided or hereafter provided to part thereof, the Rollover Stockholder in connection with its consideration of the transactions contemplated herebyworkmanship thereof, and the Rollover Stockholder agrees absence of any defects therein, whether latent or patent, it being understood that neither SPV or Topco nor any respective Affiliate thereof nor any of such assets are being acquired “as is, where is” on the Closing Date, and in their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partypresent condition.

No Other Representations. No party is making (i) Except for the representations and warranties made in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither Telaria nor any other Person makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Telaria or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Telaria hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither Telaria nor any other Person makes or has made any representation or warranty to Rubicon Project or any of its affiliates or representatives with respect to the transactions contemplated by this Agreement. Without limiting the foregoing(A) any financial projection, the Rollover Stockholder understands and agrees thatforecast, other than estimate, budget or similar prospective information relating to Telaria or any of its Subsidiaries or their respective businesses or (B) except for the representations and warranties of SPV and Topco set forth made in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor oral or written information presented or made available (including in any “data room”) to Rubicon Project or any of its Affiliates or representatives in the course of their respective officersdue diligence investigation of Telaria, directorsthe negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Notwithstanding anything contained in this Agreement to the contrary, representatives, agents, advisors (including financial advisors Telaria acknowledges and placement agents agrees that neither Rubicon Project nor Merger Sub or persons or entities performing similar functions) nor any other person Person has made or entity makes is making, and Telaria expressly disclaims reliance upon, any representation representations, warranties or warrantystatements relating to Rubicon Project or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Rubicon Project in Section 4.2 or any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding Rubicon Project or Merger Sub furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Telaria or any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, the Rollover Stockholder Telaria acknowledges and agrees that that, except as expressly provided in Section 4.2 or any certificate delivered pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other similar prospective information or data that may have been made available to the Rollover Stockholder (including in any data room Telaria or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.

No Other Representations. No party is making (i) Except for the express written representations and warranties made in this Section 4.1 (as qualified by the Amedisys Disclosure Letter and the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, neither Amedisys nor any other person acting on behalf of Amedisys or its subsidiaries makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Amedisys, its subsidiaries, the Amedisys Provider JVs or their respective affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Amedisys hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 4.1 or any certificate delivered pursuant to this Agreement, neither Amedisys nor any other person makes or has made any representation or warranty to Parent or any of its affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to Amedisys or any of its subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this Section 4.1 (as qualified by the Amedisys Disclosure Letter and the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, any oral or written information presented to Parent or any of its affiliates or representatives in the course of their due diligence investigation of Amedisys, the negotiation of this Agreement or in the course of the transactions contemplated hereby; provided, however, that notwithstanding the foregoing provisions of this Section 4.1(y)(i), nothing in this Section 4.1(y)(i) shall limit Parent’s or Merger Sub’s remedies with respect to claims of actual fraud or Willful Breach in connection with, arising out of or related to this Agreement and the transactions contemplated by this Agreement or any instrument or other document delivered pursuant to this Agreement. Without limiting . (ii) Notwithstanding anything contained in this Agreement to the foregoingcontrary, the Rollover Stockholder understands Amedisys acknowledges and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, that neither SPV, Topco Parent nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Merger Sub or persons or entities performing similar functions) nor any other person acting on behalf of Parent or entity makes its subsidiaries has made, is making or is authorized to make, and Amedisys expressly disclaims reliance upon, any representation representations, warranties or warrantystatements relating to Parent or its subsidiaries whatsoever, express or implied, beyond those expressly given by Parent in writing in Section 4.2 (as qualified by the Parent Filed SEC Documents) or any certificate delivered by or at the direction of Parent pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding Parent or Merger Sub furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Amedisys or any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, Amedisys acknowledges that, except as expressly provided in Section 4.2 (as qualified by the Rollover Stockholder acknowledges and agrees that Parent Filed SEC Documents) or any certificate delivered by or at the direction of Parent pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Amedisys or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.

No Other Representations. No party Except for the representations and warranties expressly set forth in this Section 3 or in any certificate delivered pursuant to this Agreement to Parent or Purchaser in connection with the consummation of the Transactions, none of the Acquired Entities nor any other Person on behalf of any of them makes or has made any express or implied representation or warranty with respect to the Acquired Entities or their respective businesses or with respect to any other information provided, or made available, to Parent, Purchaser or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. The Company acknowledges and agrees that, except for the representations and warranties made by Parent and Purchaser in Section 4 or in any certificate delivered pursuant to this Agreement to the Company in connection with the consummation of the Transactions, none of Parent, Purchaser or any other Person is making or has made any representation or warranty of any kind or nature whatsoever to any other party heretowarranty, oral or written, express expressed or implied, at law or in equity, with respect to or on behalf of Parent, Purchaser or any of their Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the transactions contemplated by reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent, Purchaser or any of their Subsidiaries or any other matter furnished or provided to the Company or made available to the Company or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, Agreement or the Transactions. The Company is not relying upon and each party hereby specifically disclaims that it is relying upon or has relied upon any such other representations or warranties with respect to the transactions contemplated that may have been made by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to hereinPerson, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no Parent, Purchaser and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partywarranties.

No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands The Purchaser acknowledges and agrees that, other than the representations and warranties of SPV and Topco except as expressly set forth in this AgreementAgreement or any other Transaction Document, or in any certificate contemplated hereby or thereby and delivered by any Seller Party in connection herewith or therewith, neither SPV, Topco nor any respective Affiliate thereof the Seller Parties nor any of their respective officers, directors, representativesattorneys, agentsfinancial advisors, advisors (including financial advisors and placement agents or persons or entities performing similar functionsother representatives (collectively “Representatives”) nor any other person or entity makes are not making any representation or warrantywarranty whatsoever, express or implied, (i) with respect to the Business, the Acquired Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities, KNE or the transactions contemplated by this Agreement or (ii) as to the accuracy or completeness of any information regarding the information provided Business, the Acquired Assets, the Excluded Assets, the Assumed Liabilities, the Retained Liabilities or to be provided KNE furnished or made available to the Rollover Stockholder Purchaser and its Representatives. Without limiting the generality of the foregoing, the Seller Parties make no express or implied representation or warranty to the Purchaser with respect to: (a) any projections, estimates, forecasts or budgets heretofore delivered to or made available to the Purchaser of future revenues, expenses or expenditures or future results of operations; (b) except as expressly covered by a representation or warranty contained in this Agreement or any other Transaction Document, or in any certificate contemplated hereby or thereby and delivered by any Seller Party in connection herewith or therewith, any other information or documents (financial or otherwise) made available to the Purchaser, any Affiliate thereof or their respective counsel, accountants or advisers, including in certain “data rooms,” management presentations, offering memoranda or in any other form in contemplation of the transactions contemplated by this Agreement and the Transaction Documents; or (c) merchantability or fitness for a particular purpose. With respect to any projection, estimate, forecast or budget of future revenues, expenses or expenditures or future results of operations delivered by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated herebySeller Parties, the LLCA or any other document or instrument referred Purchaser acknowledges that: (w) there are uncertainties inherent in attempting to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any make such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecastsestimates, estimates forecasts or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.budgets;

No Other Representations. No party Notwithstanding anything to the contrary in this Agreement, the Purchaser acknowledges and agrees that neither the Company, Seller nor any other person is making any representation representations or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwarranties whatsoever, express or implied, at law or in equity, beyond those expressly given by the Company or the Sellers in the data room to which the Purchaser has been provided access or any Seller in Article 4, and the Purchaser is not relying on any other representations or warranties not expressly made by the Company or any Seller in the data room and Article 4 and hereby disclaims reliance on any other such representations or warranties, including with respect to the transactions contemplated accuracy and completeness thereof. The Purchaser is not relying on any representation, warranty, agreement, statement, document, record, report, projection, material, or information made or provided by this Agreement, the Sellers or any of their Affiliates or representatives except those representations as expressly made by such party set forth in Section 5 hereofthe data room, Article 4 of this Agreement and each party hereby disclaims any such other representations or warranties with respect to agreement dated the transactions contemplated by this AgreementClosing Date between the Purchaser and the Sellers. Without limiting the foregoing, the Rollover Stockholder understands The Purchaser further acknowledges and agrees that, other than except for the representations and warranties contained in Article 4 of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor none of the Sellers or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes Affiliates has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Sellers except to the extent that the information provided or in the data room is deemed to be provided to an express or implied representation or warranty, the Rollover Stockholder by Company or on behalf of SPV the Business, or Topco or any other person or entity or related to the transactions contemplated hereby, or as to habitability, merchantability, or fitness for any particular purpose of any assets, the LLCA nature or extent of any liabilities, the prospects of the Business, or the effectiveness or the success of any operations, and none of the Sellers, the Company, any of their Affiliates, or any other document Person will have or instrument referred be subject to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco Liability to the Purchaser or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyperson.

No Other Representations. No party is making (a) The Company does not make, and has not made, any representations or warranties in connection with the Exchange Transactions and the other Transactions other than those expressly set forth herein (as qualified by the related portions of the Company Disclosure Letter), the other Transaction Documents or in any certificate delivered by the Company pursuant to the foregoing. Except as expressly set forth herein (as qualified by the related portions of the Company Disclosure Letter), the other Transaction Documents or in any certificate delivered by the Company pursuant to the foregoing, no person has been authorized by the Company to make any representation or warranty of any kind relating to the Company or nature whatsoever to any its business, or otherwise in connection with the Exchange Transactions and the other party heretoTransactions, oral and, if made, such representation or written, express or implied, with warranty may not be relied upon as having been authorized by the Company. With respect to Lender, the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims Company is not relying on any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoingof Lender, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of thereof, except as set forth in Article IV, the information provided other Transaction Documents or to be provided in any certificate delivered by the Company pursuant to the Rollover Stockholder foregoing. (b) L▇▇▇▇▇ does not make, and has not made, any representations or warranties in connection with the Exchange Transactions and the other Transactions other than those expressly set forth herein, the other Transaction Documents or in any certificate delivered by Lender pursuant to the foregoing. Except as expressly set forth herein, the other Transaction Documents or in any certificate delivered by Lender pursuant to the foregoing, no person has been authorized by Lender to make any representation or warranty relating to Lender or its business, or otherwise in connection with the Exchange Transactions and the other Transactions, and, if made, such representation or warranty may not be relied upon as having been authorized by Lender. With respect to the Company, Lender, on behalf of SPV or Topco or itself and its Affiliates, is not relying on any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been the Company, or will be made with respect to any projectionsthe accuracy or completeness thereof, forecastsexcept as set forth in Article III, estimates or the other information or data made available to the Rollover Stockholder (including in any data room Transaction Documents or in any presentation) provided or hereafter provided certificate delivered by Lender pursuant to the Rollover Stockholder in foregoing. (c) In connection with its consideration L▇▇▇▇▇’s investigation of the transactions contemplated herebyCompany, Lender has received from the Company and its Representatives certain projections and other forecasts and certain business plan information of the Company and its Subsidiaries. L▇▇▇▇▇ acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that L▇▇▇▇▇ is familiar with such uncertainties, that L▇▇▇▇▇ is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and the Rollover Stockholder agrees that neither SPV or Topco nor Lender and its Representatives will have no claim against any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For Accordingly, L▇▇▇▇▇ acknowledges that, without limiting the avoidance generality of doubtthis Section 9.12(c), nothing herein shall limit neither the Company nor any representations person acting on behalf of the Company has made any representation or warranties made in any warranty with respect to such projections and other agreement forecasts and plans. L▇▇▇▇▇ acknowledges that it has had the opportunity to which such Person is a partyconduct an independent investigation regarding the Company and its Subsidiaries.

No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by In entering into this Agreement, except those representations expressly made by such party set forth in Section 5 hereofeach of the Parent and the Merger Sub has relied upon its own investigation and analysis, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV the Company expressly contained in Article III and Topco in the certificates or other instruments delivered pursuant hereto (collectively, the “Company Representations”) and the representations and warranties of certain Securityholders expressly contained in Support Agreements, and each of the Parent and the Merger Sub acknowledges that, other than as set forth in this AgreementAgreement and in the certificates or other instruments delivered pursuant hereto, neither SPV, Topco nor any respective Affiliate thereof nor none of the Group Companies or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Subsidiaries makes or persons or entities performing similar functions) nor any other person or entity makes has made any representation or warranty, either express or implied, (a) as to the accuracy or completeness of any of the information provided or to be provided made available to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated herebyParent, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors Subsidiaries or representatives prior to the execution of this Agreement or (including financial advisors and placement agents or persons or entities performing similar functionsb) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates estimates, plans or other information budgets of future revenues, expenses or data expenditures, future results of operations (or any component thereof), prospects, future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Group Company, in each case heretofore or hereafter delivered to or made available to the Rollover Stockholder Parent, the Merger Sub or any of their respective Subsidiaries or representatives. Without limiting the generality of the foregoing, other than as set forth in this Agreement and in the certificates or other instruments delivered pursuant hereto, (i) none of the Group Companies or any of their respective Subsidiaries has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business, assets or Liabilities of the Group Companies made available to the Parent, any of its Subsidiaries or any of their respective representatives, including in any data room due diligence materials, memoranda or similar materials, or in any presentation) provided or hereafter provided to presentation of the Rollover Stockholder business of the Group Companies by management of any Group Company in connection with its consideration of the transactions contemplated hereby, and (ii) no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder. It is understood that, other than as set forth in this Agreement and in the Rollover Stockholder agrees that neither SPV certificates or Topco nor other instruments delivered pursuant hereto, cost estimates, projections or other predictions, any respective Affiliate thereof nor data, any financial information or any offering or other memoranda, offering materials, presentations or similar materials made available to the Parent, the Merger Sub or any of their respective officersSubsidiaries or representatives by or on behalf of a Group Company are not, directorsand shall not be deemed to be or to include, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made of any Group Company. Except as expressly and specifically set forth in the Company Representations, each of the Company and its Subsidiaries, and its and their respective Subsidiaries’ representatives, expressly disclaim any and all other agreement to which representation and warranties, and the Parent expressly disclaims reliance on any and all such other representations or warranties (if any), express or implied. It is understood and agreed that nothing in this Agreement shall prohibit, limit or restrict the rights of any Party in the case of Fraud (provided, that only a Person is a partywho commits such Fraud shall be responsible for such Fraud).

No Other Representations. No party Notwithstanding anything contained in this Article IV or any other provision of this Agreement, it is the explicit intent of each party, and Purchaser expressly acknowledges and agrees, that neither Seller nor any of its Affiliates have made, are making or have authorized any Person to make any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwhatsoever, express or implied, with respect to the transactions contemplated by this Agreement, except those representations and warranties expressly made by such party set forth in this Article IV, the Transition Services Agreement and the certificate delivered pursuant to Section 5 hereof10.1(c). Except as expressly and specifically set forth in the representations and warranties made solely by Seller in this Article IV, the Transition Services Agreement and the certificate delivered pursuant to Section 10.1(c), each of Seller and its Affiliates, its and their Representatives and other representatives expressly disclaims any and all other representations and warranties, whether express or implied, and each party hereby Purchaser expressly disclaims reliance on any and all such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warrantyomissions, express or implied, as including those relating to Seller, the Acquired Companies, the Business or the Transactions, or any of their financial condition, business, operations, results of operations, properties, assets, liabilities or prospects, or any estimate, projection, prediction, data, financial information, teaser, confidential information presentation or any other materials or information provided or addressed to Purchaser, its Affiliates or its and their Representatives or any other Person, including with respect to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeinformation. Without limiting the foregoing, the Rollover Stockholder Purchaser expressly acknowledges and agrees that no representations none of Seller, its Affiliates, its and their Representatives or warranties any other Person will have or be subject to any liability to Purchaser or its Affiliates pursuant to this Agreement resulting from the distribution to Purchaser, its Affiliates or its and their Representatives or any other Person or Purchaser’s use of any kind have been information not represented and warranted to or will be made otherwise omitted in this Agreement other than in respect of Fraud, including (a) any confidential information memoranda or management presentations distributed on behalf of Seller, the Acquired Companies or the Business or other publications or data room information provided to Purchaser, its Affiliates, its and their Representatives or any other Person, or any other document, information or projection in any form provided to Purchaser, its Affiliates or its and their Representatives or any other Person in connection with the Transactions, or (b) the financial information, projections or other forward-looking statements of Seller, the Acquired Companies or the Business, in each case, in expectation or furtherance of the Transactions. Seller specifically disclaims any statement, representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration assets of the transactions contemplated herebyBusiness, any part thereof, the workmanship thereof, and the Rollover Stockholder agrees absence of any defects therein, whether latent or patent, it being understood that neither SPV or Topco nor any respective Affiliate thereof nor any of such assets are being acquired “as is, where is” on the Closing Date, and in their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partypresent condition.

No Other Representations. No party is making (a) Except as expressly set forth in the representations and warranties made in SECTION 6 or any certificate delivered pursuant to this Agreement, neither Buyer nor any other Person makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Buyer or its business, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Buyer hereby disclaims any such other representations or warranties warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in SECTION 6 or any certificate delivered pursuant to this Agreement, neither Buyer nor any other Person makes or has made any representation or warranty to Seller or any of its affiliates or representatives with respect to the transactions contemplated by this Agreement. Without limiting the foregoing(i) any financial projection, the Rollover Stockholder understands and agrees thatforecast, other than estimate, budget or similar prospective information relating to Buyer or its business or (ii) except as expressly set forth in the representations and warranties made in SECTION 6 or any certificate delivered pursuant to this Agreement, any oral or written information presented or made available (including in any “data room”) to Seller or any of SPV and Topco its Affiliates or representatives in the course of their due diligence investigation of Buyer, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Except as expressly set forth in the representations and warranties made in SECTION 5 or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Seller nor any other person or entity Person makes any express or implied representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made warranty with respect to any projectionsSeller or its business, forecastsoperations, estimates assets, liabilities or other information conditions (financial or data made available to the Rollover Stockholder (including in any data room or in any presentationotherwise) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of this Agreement or the transactions contemplated hereby, and Seller hereby disclaims any such other representations or warranties. In particular, without limiting the Rollover Stockholder agrees that foregoing disclaimer, except as expressly provided in SECTION 5or any certificate delivered pursuant to this Agreement, neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Seller nor any other person Person makes or entity shall have has made any liability representation or warranty to Buyer or any of its affiliates or representatives with respect thereto. For to (i) any financial projection, forecast, estimate, budget or similar prospective information relating to Seller or its business or (B) except as expressly set forth in the avoidance of doubt, nothing herein shall limit any representations or and warranties made in SECTION 5 or any other agreement certificate delivered pursuant to which such Person is a partythis Agreement, any oral or written information presented or made available (including in any “data room”) to Buyer or any of its Affiliates or representatives in the course of their due diligence investigation of Seller, the negotiation of this Agreement or in the course of the transactions contemplated hereby.

No Other Representations. No party is making (a) Except for the representations and warranties made in this Article IV or any certificate delivered pursuant to this Agreement, none of the Eros Parties or any other Person makes any express or implied representation or warranty with respect to the Eros Parties or their Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and the Eros Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article IV or any certificate delivered pursuant to this Agreement, none of the Eros Parties or any other Person makes or has made any representation or warranty to STX or any of its Affiliates or Representatives with respect to (i) any kind financial projection, forecast, estimate, budget or nature whatsoever similar prospective information relating to Eros or any of its Subsidiaries or their respective businesses or (ii) except for the representations and warranties made in this Article IV or any certificate delivered pursuant to this Agreement, any oral or written information presented or made available (including in any “data room”) to STX, its Subsidiaries or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Eros Parties, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, the Eros Parties acknowledge and agree that neither STX nor any other party heretoPerson has made or is making, oral and the Eros Parties expressly disclaim reliance upon, any representations, warranties or writtenstatements relating to STX or its Subsidiaries whatsoever, express or implied, with respect beyond those expressly given by STX in Article III or any certificate delivered pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of the any information provided regarding STX furnished or to be provided made available to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Eros Parties or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeRepresentatives. Without limiting the generality of the foregoing, the Rollover Stockholder acknowledges and agrees that Eros Parties acknowledge that, except as expressly provided in Article III or any certificate delivered pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other similar prospective information or data that may have been made available to the Rollover Stockholder (including in any data room Eros Parties or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyRepresentatives.

No Other Representations. No party Notwithstanding anything contained in this Agreement to the contrary, the Company and the Sellers acknowledge and agree that none of the Purchaser or any other Purchaser Related Party or any other Person is making any representation representations or warranty of any kind or nature whatsoever to any other party hereto, oral or writtenwarranties whatsoever, express or implied, with respect to the transactions contemplated by this Agreement, except beyond those representations expressly made in Article VI (as modified by such party set forth in Section 5 hereof, the Purchaser Disclosure Schedule) and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this AgreementRelated Documents. Without limiting The Company and the foregoing, the Rollover Stockholder understands Sellers further acknowledge and agrees that, other than agree that (i) the representations and warranties of SPV the Purchaser in Article VI (as modified by the Purchaser Disclosure Schedule) and Topco set forth the Related Documents constitute the sole and exclusive representations and warranties made to the Company and the Sellers in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any connection with the Transactions; (ii) none of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents the Purchaser or persons or entities performing similar functions) nor any other person Purchaser Related Party or entity makes any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of the any information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated herebyregarding Parent, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Purchaser or any of their respective officersSubsidiaries, directorsor the Transaction, representativesbeyond those expressly set forth in this Agreement in Article VI (as modified by the Purchaser Disclosure Schedule) or the Related Documents; and (iii) except as expressly covered in Article VI or in the Related Documents, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) none of the Purchaser or any other person Purchaser Related Party or entity that any other Person will have or be subject to any liability to the Sellers, the Company or any other Person resulting from the distribution to the Sellers or their respective representatives or the Sellers’ use of any such information, including (A) any confidential information is accurate memoranda and/or management presentations (including responses to any questions, whether oral or complete. Without limiting written) distributed on behalf of the foregoingPurchaser or any of its Affiliates relating to Parent, the Rollover Stockholder acknowledges and agrees that no representations Purchaser or warranties any of their respective Subsidiaries or other publications or data room information provided to the Sellers or their respective representatives, or any kind have been other document, information or will be projection in any form provided to the Sellers or their respective representatives in connection with the Transaction; (B) the pro-forma financial information, projections or other forward-looking statements of Parent, the Purchaser or any of their respective Subsidiaries; (C) any information delivered or made with respect available pursuant to the Confidentiality Agreement; or (D) any projections, forecasts, estimates or other information or data documents made available to the Rollover Stockholder (including in any data room Sellers, the Company or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Affiliates or persons or entities performing similar functions) nor any other person or entity shall have any liability representatives with respect theretoto Parent, the Purchaser and their respective Subsidiaries in any online data room established by the Purchaser or its Affiliates, in each case in expectation or furtherance of the Transactions. For Notwithstanding anything the avoidance of doubtforegoing, nothing herein in this Section 5.19 shall limit any representations or warranties made in any other agreement to which such Person is a party.Purchaser Related Party’s liability for Fraud. ARTICLE VI

No Other Representations. No party is The representations and warranties of the Company in Article III (as qualified by the Schedules), of the Existing Equityholders in Article IV and in the bringdown certificates delivered pursuant to Section 2.5(a) (as qualified by the Schedules) and Section 2.6(a) constitute the sole and exclusive representations and warranties made to Purchaser in connection with the Transactions. Purchaser acknowledges and agrees that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Acquired Entities and their business, and, in making any representation or warranty of any kind or nature whatsoever its determination to any other party hereto, oral or written, express or implied, proceed with respect to the transactions contemplated by this Agreement, except those Purchaser and the Purchaser Related Parties have relied solely on the results of such independent investigation and verification and on the representations and warranties of the Company expressly made by such party and specifically set forth in Article III (as qualified by the Schedules), of the Existing Equityholders expressly and specifically set forth in Article IV and in the bringdown certificates delivered pursuant to Section 5 hereof2.5(a) (as qualified by the Schedules) and Section 2.6(a). Without limiting the generality of this Section 7.9, none of the Company or the Existing Equityholders is making, and has not authorized any Person to make, any representation or warranty, and disclaims all liability and any responsibility for any such representation or warranty, with respect to (a) any Projections, (b) any confidential information memorandum or any similar document and any management presentation provided to Purchaser or any Purchaser Related Party in connection with the sale process for the Acquired Entities, (c) any information delivered or made available pursuant to Section 7.2(a), or (d) any other information or documents made available to Purchaser or any Purchaser Related Party with respect to the Acquired Entities in any online data room established for the sale of the Acquired Entities (including in the Data Room), in each party hereby case except for the representations and warranties in Article III (as qualified by the Schedules) and Article IV and in the Bringdown Certificates delivered pursuant to Section 2.5(a) (as qualified by the Schedules) and Section 2.6(a),. Except for the representations and warranties in Article III (as qualified by the Schedules) and Article IV and in the bringdown certificates delivered pursuant to Section 2.5(a) (as qualified by the Schedules) and Section 2.6(a), Purchaser, for and on behalf of itself and each Purchaser Related Party, specifically disclaims that it and the Purchaser Related Parties are relying upon or have relied upon any such other representations or warranties with respect to that may have been made by any Person, and acknowledges and agrees the transactions contemplated Company and the Existing Equityholder Related Parties have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by this Agreementany Person. Without limiting Notwithstanding the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth nothing in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or Section 7.9 shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any effective in the case of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyFraud.

No Other Representations. No party is making (a) Except for the representations and warranties expressly made by Seller in this Article III (as qualified by the Disclosure Letter), any representation Ancillary Agreement and the certificate referred to in Section 5.02(c), none of Seller, its Affiliates or its or their respective Representatives, nor any other Person, whether or not acting on behalf of Seller, has made, shall be deemed to have made, makes or has been authorized to make any representation, warranty or statement of any kind or nature whatsoever to any other party hereto, oral or writtenwhatsoever, express or implied, written or oral, at law or in equity, statutory or otherwise, on behalf of or with respect to the transactions contemplated by this AgreementSeller, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations its Affiliates or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoingits or their respective Representatives, the Rollover Stockholder understands and agrees thatTransferred Businesses, other than the representations and warranties of SPV and Topco set forth in this AgreementTransferred Assets, neither SPVthe Excluded Assets, Topco nor the Transferred Equity Interests, the Transferred Companies, the Assumed Liabilities or the Excluded Liabilities, including any respective Affiliate thereof nor any of their respective officersrepresentation, directors, representatives, agents, advisors (including financial advisors and placement agents warranty or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, statement as to the accuracy or completeness of, or lack of errors or omissions in, any information regarding Seller, its Affiliates or its or their respective Representatives, the Transferred Businesses, the Transferred Assets, the Excluded Assets, the Transferred Equity Interests, the Transferred Companies, the Assumed Liabilities, the Excluded Liabilities or any other matter furnished or made available to Buyer, its Affiliates or its or their respective Representatives or any other Person (including any information, documents or materials made available to Buyer, its Affiliates or its or their respective Representatives or any other Person in the Data Room or otherwise, in a confidential information memorandum or any management presentations or in any other form in respect of or in expectation of the information provided or to be provided to the Rollover Stockholder by or Transactions) and Seller, on behalf of SPV itself and its Affiliates, and its and their respective Representatives, hereby disclaims and shall have no liability for any and all representations, warranties or Topco statements not expressly set forth in this Article III (as qualified by the Disclosure Letter), any Ancillary Agreement or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument certificate referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeSection 5.02(c). Without limiting the generality of the foregoing, except for the Rollover Stockholder acknowledges representations and agrees that no representations warranties expressly made by Seller in this Article III (as qualified by the Disclosure Letter), any Ancillary Agreement and the certificate referred to in Section 5.02(c), none of Seller, its Affiliates or warranties its or their respective Representatives, nor any other Person, whether or not acting on behalf of Seller, has made, shall be deemed to have made, makes or has been authorized to make any representation, warranty or statement of any kind have been or will be made nature whatsoever, express or implied, written or oral, at law or in equity, statutory or otherwise, with respect to (a) any forward-looking statements, projections, forecasts, estimates estimates, plans or other information budgets of future revenue, profitability, prospects or data made available to success, expenses or expenditures, future results of operations, future cash flows or the Rollover Stockholder future financial condition of any Transferred Business, any Transferred Company or the future business, operations or affairs of any Transferred Business or any Transferred Company, or the reasonableness of the assumptions underlying any of the foregoing items in this clause (a), or (b) any representation or warranty arising from, or which may otherwise be applicable because of the provisions of, any Law, including the warranties of merchantability, usage, suitability and fitness for a particular purpose, or the workmanship of or absence of any defects in any data room assets, whether latent or in patent. (b) None of Buyer or any presentation) provided of its Affiliates or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated herebyor their respective Representatives has relied on, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officersnone are relying on, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in from Seller or any other agreement Person in determining to which such Person is a partyenter into this Agreement, except for the representations and warranties expressly made by Seller in this Article III (as qualified by the Disclosure Letter), any Ancillary Agreement and the certificate referred to in Section 5.02(c).

No Other Representations. No party is making (i) Except for the express written representations and warranties made in this Section 4.2 (as qualified by the OPCH Disclosure Letter or the OPCH Filed SEC Documents) or any certificate delivered by or at the direction of OPCH pursuant to this Agreement, neither OPCH nor Merger Sub or any other person acting on behalf of OPCH or its subsidiaries makes any express or implied representation or warranty of with respect to OPCH or its subsidiaries or their respective affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and OPCH and Merger Sub hereby disclaim any kind such other representations or nature whatsoever warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Section 4.2 or any certificate delivered pursuant to this Agreement, neither OPCH nor Merger Sub or any other party heretoperson makes or has made any express or implied representation or warranty to Amedisys or any of its affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to OPCH or any of its subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this Section 4.2 (as qualified by the OPCH Disclosure Letter or the OPCH Filed SEC Documents) or any certificate delivered by or at the direction of OPCH pursuant to this Agreement, any oral or writtenwritten information presented to Amedisys or any of its affiliates or representatives in the course of their due diligence investigation of OPCH or Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Notwithstanding anything contained in this Agreement to the contrary, OPCH and ▇▇▇▇▇▇ Sub acknowledge and agree that neither Amedisys nor any other person acting on behalf of Amedisys, its subsidiaries or the Amedisys Provider JVs has made, is making, or is authorized to make, and OPCH and Merger Sub expressly disclaim reliance upon, any representations, warranties or statements relating to Amedisys, its subsidiaries or the Amedisys Provider JVs whatsoever, express or implied, with respect beyond those expressly given by Amedisys in writing in Section 4.1 (as qualified by the Amedisys Disclosure Letter or the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of any information regarding Amedisys, its subsidiaries or the information provided Amedisys Provider JVs furnished or made available to be provided to the Rollover Stockholder by OPCH or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, OPCH and Merger Sub acknowledge that, except as expressly provided in Section 4.1 (as qualified by the Rollover Stockholder acknowledges Amedisys Disclosure Letter and agrees that the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room OPCH and Merger Sub or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.

No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations Except as expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Article VI or persons or entities performing similar functions) nor in any other person Transaction Documents to which any Purchaser Entity is, or entity makes is to be made, a party, each Purchaser Entity does not make and has not made any representation or warranty, express or implied, as to the accuracy at law or completeness of the information provided in equity with respect such Purchaser Entity or to be provided to the Rollover Stockholder by its Affiliates or on behalf of SPV or Topco or any other person or entity or related to its businesses in connection with the transactions contemplated herebyhereby and the other Transaction Documents, the LLCA or and any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be are hereby expressly disclaimed. PURCHASER ENTITIES ACKNOWLEDGE AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE V OF THIS AGREEMENT, THE TRANSACTION DOCUMENTS AND ANY CERTIFICATES DELIVERED HERETO OR THERETO, NONE OF THE SELLERS OR THEIR REPRESENTATIVES MAKE OR HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE TRANSACTIONS, AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. The Purchaser Entities and their Affiliates and Representatives further agree that the representations and warranties expressly set forth in Article V are the exclusive representations and warranties made with respect to any projections, forecasts, estimates or other information or data made available to by the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated herebySellers and ShareFile, and the Rollover Stockholder agrees that neither SPV Sellers and ShareFile are not liable or Topco nor responsible for any respective Affiliate thereof nor and all Liability and responsibility to the Purchaser Entities, their Affiliates or Representatives or any third party for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) made by Sellers, the Restricted Affiliates or Representatives, or any third party, other than the representations and warranties of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance Purchaser expressly set forth in Article V of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partythis Agreement.

No Other Representations. No party is making Except for the representations and warranties contained in this Article V, the Company acknowledges that neither Parent, Merger Sub nor any Representative thereof makes, and the Company acknowledges that it has not relied upon or otherwise been induced by, any other express or implied representation or warranty of any kind with respect to Parent or nature whatsoever Merger Sub or with respect to any other party heretoinformation provided or made available to the Company in connection with the transactions contemplated hereby, oral including any information, documents, projections, synergies, forecasts or written, express other material made available to the Company or implied, with respect to its Representatives in certain “data rooms” or management presentations in expectation of the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties are hereby expressly disclaimed and none shall be implied at law or in equity. Neither Parent, Merger Sub nor any Affiliate or Representative thereof, whether in an individual, corporate or any other capacity, will have or be subject to any liability (indemnification or otherwise) to any Acquired Company or any of their Affiliates or Representatives resulting from (nor shall any Acquired Company or any of their Affiliates or Representatives have any claim with respect to) the distribution to any Acquired Company or their Affiliates or Representatives, or the Acquired Companies’ or their Affiliates’ or Representatives’ use of, or reliance on, any information, documents, projections, synergies, forecasts or other material made available to the Acquired Companies or any of their Affiliates or Representatives in expectation of, or in connection with, the transactions contemplated by this Agreement. Without limiting Agreement or otherwise, regardless of the foregoinglegal theory under which such liability may be sought to be imposed, the Rollover Stockholder understands and agrees thatwhether in contract or tort, other than at law or in equity, or otherwise, except in each case with respect to the representations and warranties of SPV Parent and Topco Merger Sub expressly set forth in this AgreementArticle V and for fraud, neither SPVwillful misconduct or intentional misrepresentation in the making of the representations and warranties set forth in this Article V. Without in any way limiting the generality of the foregoing, Topco nor the Company acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates (including with respect to synergies), and certain business plan information, that the Company is familiar with such uncertainties, that the Company is making its own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates (in each case including with respect to synergies) and business plan information provided to it in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, synergies, estimates and business plan information), that no representations, warranties or statements (including by omission) of any kind are being made with respect thereto by Parent, Merger Sub or any of their respective Affiliate thereof Affiliates or Representatives, that no Acquired Company nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors Affiliates or Representatives is relying thereon and placement agents or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof Acquired Company nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Affiliates or persons or entities performing similar functions) nor any other person or entity Representatives shall have any liability claim against anyone with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.

No Other Representations. No party is making Except for the representations and warranties contained in Article III and Article IV, Buyer has not relied on any representation made by or warranty on behalf of any kind the Company or nature whatsoever the Sellers. Buyer is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company as contemplated hereunder. Buyer acknowledges and agrees that it has conducted its own independent review and analysis of (and, based thereon, has formed an independent judgment concerning) the business, assets, condition, operations and prospects of the Company, and Buyer has been furnished with or given full access to any other party hereto, oral or written, express or implied, with respect to such information about the transactions contemplated by Company and its business and operations as it has requested. In entering into this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, Buyer has relied solely upon its own investigation and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands analysis and agrees that, other than the representations and warranties of SPV Company and Topco Sellers expressly set forth in this Agreement, and Buyer acknowledges that, other than as set forth in this Agreement, neither SPV, Topco Sellers nor any respective Affiliate thereof the Company nor any of their respective managers, officers, directorsemployees, representativesAffiliates, stockholders, members, owners, agents, advisors or representatives makes or has made (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes the Company and Sellers specifically disclaim), and Buyer has not relied upon, any representation or warranty, either express or implied, (a) as to the accuracy or completeness of any of the information provided or made available to be provided to the Rollover Stockholder by Buyer or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated herebyits agents, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directorsadvisors, representatives, agents, advisors lenders or Affiliates prior to the execution of this Agreement and (including financial advisors and placement agents or persons or entities performing similar functionsb) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates estimates, plans or other information budgets of future revenues, expenses or data expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company heretofore or hereafter delivered to or made available to the Rollover Stockholder (including in any data room Buyer or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated herebyagents, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directorsadvisors, representatives, agentslenders or Affiliates. Buyer understands and agrees that it is acquiring the Company in the condition it is in at the Closing based upon Buyer’s own inspection, advisors (including financial advisors examination and placement agents determination of all matters related thereto, and without reliance upon any express or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to any of the Sellers or the Company, except for the representations and warranties which are expressly set forth in Article III and Article IV hereof. Buyer acknowledges and agrees that the representations and warranties set forth in this Agreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other agreement document, material or statement, whether written or oral, made available to which such Person is a partyBuyer.

No Other Representations. No party is making (i) Except for the express written representations and warranties made in this Section 4.2 (as qualified by the Parent Filed SEC Documents) or any certificate delivered by or at the direction of Parent pursuant to this Agreement, neither Parent nor Merger Sub or any other person acting on behalf of Parent or its subsidiaries makes any express or implied representation or warranty with respect to Parent or its subsidiaries or their respective affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and Parent and Merger Sub hereby disclaim any such other representations or warranties; provided, however, that notwithstanding the foregoing provisions of this Section 4.2(h)(i), nothing in this Section 4.2(h)(i) shall limit Amedisys’s remedies with respect to claims of actual fraud or Willful Breach in connection with, arising out of or related to this Agreement and the transactions contemplated by this Agreement or any kind instrument or nature whatsoever other document delivered pursuant to this Agreement. (ii) Notwithstanding anything contained in this Agreement to the contrary, Parent and Merger Sub acknowledge and agree that neither Amedisys nor any other party heretoperson acting on behalf of Amedisys, oral its subsidiaries or writtenthe Amedisys Provider JVs has made, is making, or is authorized to make, and Parent and Merger Sub expressly disclaim reliance upon, any representations, warranties or statements relating to Amedisys, its subsidiaries or the Amedisys Provider JVs whatsoever, express or implied, with respect beyond those expressly given by Amedisys in writing in Section 4.1 (as qualified by the Amedisys Disclosure Letter or the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of any information regarding Amedisys, its subsidiaries or the information provided Amedisys Provider JVs furnished or made available to be provided to the Rollover Stockholder by Parent or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge that, except as expressly provided in Section 4.1 (as qualified by the Rollover Stockholder acknowledges Amedisys Disclosure Letter and agrees that the Amedisys Filed SEC Documents) or any certificate delivered by or at the direction of Amedisys pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Parent and Merger Sub or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.

No Other Representations. No party is making (a) Each of the Buyers acknowledges that it and its representatives have had an opportunity to meet with the management of the Company and its Subsidiaries and to discuss the business and assets of the Wound Care Business, and that the Buyers and their respective representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which have been desired or requested to be reviewed by the Buyers or any representation of their respective representatives. (b) Except for the express representations and warranties made by the Buyers in this Article V, none of the Buyers, any of their respective Affiliates or warranty any other Person acting on behalf of any kind of the foregoing Persons has made or nature whatsoever to makes any other party heretorepresentations or warranties, oral whether written or writtenoral, express or implied, with respect to the transactions contemplated by this Agreementhereby, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties the Buyers including with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officersbusinesses, directorsoperations, representativesassets, agentsliabilities, advisors condition (including financial advisors or otherwise), projections, forecasts or prospects, or the negotiation, execution, delivery or performance by the Buyers of this Agreement and placement agents the Buyers hereby disclaim any such other alleged representations or persons warranties. (c) Each Buyer acknowledges that except for the express representations and warranties made by the Sellers in Article IV, none of the Sellers, the Company, any Subsidiary of the Company, any of their respective Affiliates or entities performing similar functions) nor any other person Person acting on behalf of any of the foregoing Persons has made or entity makes any representation representations or warrantywarranties, whether written or oral, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related with respect to the transactions contemplated hereby, the LLCA Company or any other document or instrument referred its Subsidiaries including with respect to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officersbusinesses, directorsoperations, representativesassets, agentsliabilities, advisors condition (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoingotherwise), the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecastsforecasts or prospects, estimates whether or other information or data made available to not included in the Rollover Stockholder (including in any data room or in any presentation) provided management presentation (formal or hereafter provided to informal), or the Rollover Stockholder in connection with its consideration negotiation, execution, delivery or performance by the Sellers of this Agreement and that the Sellers disclaim any such other alleged representations or warranties. None of the transactions contemplated herebySellers, and the Rollover Stockholder agrees that neither SPV or Topco nor Company, any respective Affiliate thereof nor Subsidiary of the Company, any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Affiliates or persons or entities performing similar functions) nor any other person or entity Person acting on behalf of any of the foregoing Persons shall have be subject to any liability with respect thereto. For to either Buyer or any other Person resulting from the avoidance Sellers, the Company, any Subsidiary of doubtthe Company, nothing herein shall limit any representations of their respective Affiliates or warranties any other Person acting on behalf of any of the foregoing Persons making available to either Buyer or to any of their respective representatives or Affiliates, and any such Person’s use of, any information, documents or material made available to any of the foregoing in the due diligence materials provided to them, including in the data room, other management presentations (formal or informal) or in any other agreement to which such Person is a partyform in connection with the transactions contemplated by this Agreement except as expressly provided for in this Agreement or in the case of intentional breach or intentional fraud.

No Other Representations. No party is making (a) Except for the express written representations and warranties made in this Article IV (as qualified by the Steel Disclosure Letter and the Steel Filed SEC Documents) or any certificate delivered by or at the direction of Steel pursuant to this Agreement, neither Steel nor any other Person acting on behalf of Steel or its Subsidiaries makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Steel, its Subsidiaries, or their respective Affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Steel hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreementwarranties. Without In particular, without limiting the foregoingforegoing disclaimer, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth except as expressly provided in this Article IV or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Steel nor any other person Person makes or entity makes has made any representation or warrantywarranty to Copper or any of its Affiliates or investment banker, financial advisor, attorney, accountant or other representative retained by it (a “Representative”) with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to Steel or any of its Subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this Article IV (as qualified by the Steel Disclosure Letter and the Steel Filed SEC Documents) or any certificate delivered by or at the direction of Steel pursuant to this Agreement, any oral or written information presented to Copper or any of its Affiliates or Representatives in the course of their due diligence investigation of Steel, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Steel acknowledges and agrees that neither Copper nor any other Person acting on behalf of Copper or its Subsidiaries has made, is making or is authorized to make, and Steel expressly disclaims reliance upon, any representations, warranties or statements relating to Copper or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Copper in writing in Article V (as qualified by the Copper Disclosure Letter and the Copper Filed SEC Documents) or any certificate delivered by or at the direction of Copper pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding Copper furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Steel or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeits Representatives. Without limiting the generality of the foregoing, Copper acknowledges that, except as expressly provided in Article V (as qualified by the Rollover Stockholder acknowledges Copper Disclosure Letter and agrees that the Copper Filed SEC Documents) or any certificate delivered by or at the direction of Copper pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Steel or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyits Representatives.

No Other Representations. No party is making (a) Except for the express written representations and warranties made in this ARTICLE V (as qualified by the Parent Disclosure Letter or the Parent Filed SEC Documents) or any certificate delivered by or at the direction of Parent pursuant to this Agreement, neither Parent nor Merger Sub or any other person acting on behalf of Parent or its Subsidiaries makes any express or implied representation or warranty of with respect to Parent or its Subsidiaries or their respective Affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated hereby, and Parent and Merger Sub hereby disclaim any kind such other representations or nature whatsoever warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this ARTICLE V or any certificate delivered pursuant to this Agreement, neither Parent nor Merger Sub or any other party heretoperson makes or has made any express or implied representation or warranty to Company or any of its Affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this ARTICLE V (as qualified by the Parent Disclosure Letter or the Parent Filed SEC Documents) or any certificate delivered by or at the direction of Parent pursuant to this Agreement, any oral or writtenwritten information presented to Company or any of its Affiliates or representatives in the course of their due diligence investigation of Parent or Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent and Merger Sub acknowledge and agree that neither Company nor any other person acting on behalf of Company or its Subsidiaries has made, is making, or is authorized to make, and Parent and Merger Sub expressly disclaim reliance upon, any representations, warranties or statements relating to Company or its Subsidiaries whatsoever, express or implied, with respect beyond those expressly given by Company in writing in ARTICLE IV (as qualified by the Company Disclosure Letter or the Company Filed SEC Documents) or any certificate delivered by or at the direction of Company pursuant to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims including any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any implied representation or warranty, express or implied, warranty as to the accuracy or completeness of the any information provided regarding Company or its Subsidiaries furnished or made available to be provided to the Rollover Stockholder by Parent or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge that, except as expressly provided in ARTICLE IV (as qualified by the Rollover Stockholder acknowledges Company Disclosure Letter and agrees that the Company Filed SEC Documents) or any certificate delivered by or at the direction of Company pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Parent and Merger Sub or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.

No Other Representations. No party is making any representation or warranty (a) Each of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, Buyer and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands Buyer Sub acknowledges and agrees that, other than except for the representations and warranties of SPV and Topco expressly set forth in this AgreementArticle III, neither SPVthe certificates delivered pursuant to Section 6.2(e)(iii) and the Ancillary Documents, Topco nor any as applicable: (i) none of the Company, Seller, Parent, their respective Affiliate thereof nor Affiliates or any of their respective officersstockholders, directors, representatives, agents, advisors (including financial advisors and placement agents or controlling persons or entities performing similar functions) nor any other person or entity makes Representatives has made any representation or warranty, express or implied, written or oral, at Law or in equity in connection with this Agreement, the Ancillary Documents or the Transactions and (ii) no Person has been authorized by the Company, Seller, Parent, their respective Affiliates or any of their respective stockholders, controlling persons or Representatives to make any such representation or warranty, and if made, such representation or warranty must not be relied upon by Buyer or any of its Affiliates or Representatives (or any other Person) as having been authorized by the Company, Seller, Parent, their respective Affiliates or any of their respective stockholders, controlling persons or Representatives (or any other Person). (b) Each of Buyer and ▇▇▇▇▇ Sub acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III, the certificates delivered pursuant to Section 6.2(e)(iii) and the Ancillary Documents, as applicable, it is not acting (including, as applicable, by entering into this Agreement or the Ancillary Documents or consummating the Transactions) in reliance on, and hereby disclaims reliance on, (i) any representation or warranty, express or implied, written or oral, (ii) information (including any statement, document or agreement delivered pursuant to this Agreement), projections, forecasts or other materials provided by or on behalf of the Company, Seller, Parent, their respective Affiliates or any of their respective stockholders, controlling persons or representatives or otherwise made available to Buyer or any of its Affiliates or stockholders, controlling persons or Representatives or (iii) the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit in this Section 4.11 precludes any representations claim or warranties made in any other agreement to which such Person is a partyremedy based on Fraud.

No Other Representations. No party is making (a) Except for the express representations and warranties made by the Sellers in this Article IV, none of the Sellers, the Company, any representation Subsidiary of the Company, any of their respective Affiliates or warranty any other Person acting on behalf of any kind of the foregoing Persons has made or nature whatsoever to makes any other party heretorepresentations or warranties, oral whether written or writtenoral, express or implied, with respect to the transactions contemplated by this Agreementhereby, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations the Company or warranties its Subsidiaries including with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officersbusinesses, directorsoperations, representativesassets, agentsliabilities, advisors condition (including financial advisors or otherwise), projections, forecasts or prospects, whether or not included in the data room or any management presentation (formal or informal), or the negotiation, execution, delivery or performance by the Sellers of this Agreement and placement agents the Sellers hereby disclaim any such other alleged representations or persons warranties. (b) Each of the Sellers acknowledges that except for the express representations and warranties made by the Buyers in Article V, neither of the Buyers, any of their respective Affiliates or entities performing similar functions) nor any other person Person acting on behalf of any of the foregoing Persons has made or entity makes any representation representations or warrantywarranties, whether written or oral, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related with respect to the transactions contemplated hereby, the LLCA or any other document or instrument referred Buyers including with respect to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officersbusinesses, directorsoperations, representativesassets, agentsliabilities, advisors condition (including financial advisors or otherwise), projections, forecasts or prospects, or the negotiation, execution, delivery or performance by the Buyers of this Agreement and placement agents or persons or entities performing similar functions) or any other person or entity that the Buyers disclaim any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no other alleged representations or warranties of any kind have been or will be made with respect to any projectionswarranties. Neither the Buyers, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Affiliates nor any other person or entity Person acting on behalf of any of the foregoing Persons shall have be subject to any liability with respect thereto. For to either the avoidance Sellers or any other Person resulting from the Buyers, any of doubttheir respective Affiliates or any other Person acting on behalf of any of the foregoing Persons making available to either the Sellers or to any of their respective representatives or Affiliates, nothing herein shall limit and any representations such Person’s use of, any information, documents or warranties material made available to any of the foregoing in any other agreement to which such Person is a partyform in connection with the transactions contemplated by this Agreement except as expressly provided for in this Agreement or in the case of intentional breach or intentional fraud.

No Other Representations. No party is making (A) Except for the representations and warranties expressly set forth Section 6 and the Support Agreement, none of Investor or its Affiliates or Representatives makes, or has made, any representation or warranty relating to Investor or any of any kind its businesses, operations or nature whatsoever to any other party heretootherwise or the Rollover Shares, oral the Non-Rollover Shares or written, express or implied, the Surviving Company Rollover Shares in connection with respect to the transactions contemplated by this Agreement, except those representations expressly made (B) no Person has been authorized by such party set forth in Section 5 hereof, and each party hereby disclaims Investor or any such other representations of its Affiliates or warranties with respect Representatives to make any representation or warranty relating to Investor or any its businesses or operations or otherwise or the transactions contemplated by this Agreement. Without limiting the foregoingRollover Shares, the Non-Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth Shares or Surviving Company Rollover Shares in connection with this Agreement, neither SPVand if made, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity makes any such representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to warranty must not be provided to the Rollover Stockholder relied upon by or on behalf of SPV or Topco or any other person of its Affiliates or entity or related to the transactions contemplated hereby, the LLCA Representatives as having been authorized by Investor or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof its Subsidiaries or any of their respective officersAffiliates or Representatives, directors(C) Investor will not have any responsibility, representatives, agents, advisors (including financial advisors and placement agents liability or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made obligation with respect to any projectionsrepresentations, forecasts, estimates warranties or agreements made by any other information Person under or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with the transactions contemplated hereby or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any other Person) of any thereof (including, without limitation, any representations and warranties made by the Company in the Merger Agreement), (D) the representations and warranties made by Investor in Section 6 and the Support Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, with respect to Investor or the Rollover Shares, the Non-Rollover Shares or the Surviving Company Rollover Shares in connection with the transactions contemplated hereby and (E) without limiting Investor’s obligations under its consideration governing documents and the SHA, Investor shall not have any liability or obligation (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by Topco or any other Person), whether in contract, tort or otherwise, to Topco, or to any Person claiming through Topco, in respect of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.

No Other Representations. No party is making (A) Except for the representations and warranties expressly set forth Section 6 and the Support Agreement, none of Investor or any of its Affiliates or Representatives makes, or has made, any representation or warranty relating to Investor or any of any kind its businesses, operations or nature whatsoever to any other party heretootherwise or the Rollover Shares, oral the Non-Rollover Shares or written, express or implied, the Surviving Company Rollover Shares in connection with respect to the transactions contemplated by this Agreement, except those representations expressly made (B) no Person has been authorized by such party set forth in Section 5 hereof, and each party hereby disclaims Investor or any such other representations of its Affiliates or warranties with respect Representatives to make any representation or warranty relating to Investor or any its businesses or operations or otherwise or the transactions contemplated by this Agreement. Without limiting the foregoingRollover Shares, the Non-Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth Shares or Surviving Company Rollover Shares in connection with this Agreement, neither SPVand if made, Topco nor any respective Affiliate thereof nor such representation or warranty must not be relied upon by Bidco, Parent or Merger Sub or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Affiliates or persons or entities performing similar functions) nor any other person or entity makes any representation or warranty, express or implied, Representatives as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder having been authorized by or on behalf of SPV or Topco Investor or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof its Subsidiaries or any of their respective officersAffiliates or Representatives, directors(C) Investor will not have any responsibility, representatives, agents, advisors (including financial advisors and placement agents liability or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made obligation with respect to any projectionsrepresentations, forecasts, estimates warranties or agreements made by any other information Person under or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with the transactions contemplated hereby or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any other Person) of any thereof (including, without limitation, any representations and warranties made by the Company in the Merger Agreement), (D) the representations and warranties made by Investor in Section 6 and the Support Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, with respect to Investor or the Rollover Shares, the Non-Rollover Shares or the Surviving Company Rollover Shares in connection with the transactions contemplated hereby and (E) without limiting Investor’s obligations under its consideration governing documents and the SHA, Investor shall not have any liability or obligation (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by Bidco, Parent or Merger Sub or any other Person), whether in contract, tort or otherwise, to Bidco, Parent or Merger Sub, or to any Person claiming through Bidco, Parent or Merger Sub, in respect of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.

No Other Representations. No party is making (a) Except for the express written representations and warranties made in this Article V (as qualified by the Copper Disclosure Letter and the Copper Filed SEC Documents) or any certificate delivered by or at the direction of Copper pursuant to this Agreement, neither Copper nor any other Person acting on behalf of Copper or its Subsidiaries makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Copper, its Subsidiaries, or their respective Affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Copper hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreementwarranties. Without In particular, without limiting the foregoingforegoing disclaimer, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth except as expressly provided in this Article V or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Copper nor any other person Person makes or entity makes has made any representation or warrantywarranty to Steel or any of its Affiliates or Representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to Copper or any of its Subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this Article V (as qualified by the Copper Disclosure Letter and the Copper Filed SEC Documents) or any certificate delivered by or at the direction of Copper pursuant to this Agreement, any oral or written information presented to Steel or any of its Affiliates or Representatives in the course of their due diligence investigation of Copper, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, Copper acknowledges and agrees that neither Steel nor any other Person acting on behalf of Steel or its Subsidiaries has made, is making or is authorized to make, and Copper expressly disclaims reliance upon, any representations, warranties or statements relating to Steel or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Steel in writing in Article IV (as qualified by the Steel Disclosure Letter and the Steel Filed SEC Documents) or any certificate delivered by or at the direction of Steel pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding Steel furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Copper or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or completeits Representatives. Without limiting the generality of the foregoing, Steel acknowledges that, except as expressly provided in Article IV (as qualified by the Rollover Stockholder acknowledges Steel Disclosure Letter and agrees that the Steel Filed SEC Documents) or any certificate delivered by or at the direction of Steel pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Copper or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyits Representatives.

No Other Representations. No party is making (a) Except for the express written representations and warranties made in this ARTICLE IV (as qualified by the Company Disclosure Letter and Company Filed SEC Documents) or any certificate delivered by or at the direction of Company pursuant to this Agreement, neither Company nor any other person acting on behalf of Company or its Subsidiaries makes any express or implied representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to Company or its Subsidiaries, or their respective Affiliates, businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofhereby, and each party Company hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreementwarranties. Without In particular, without limiting the foregoingforegoing disclaimer, the Rollover Stockholder understands and agrees that, other than the representations and warranties of SPV and Topco set forth except as expressly provided in this ARTICLE IV or any certificate delivered pursuant to this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) Company nor any other person makes or entity makes has made any representation or warrantywarranty to Parent or any of its Affiliates or representatives with respect to (A) any financial projection, forecast, estimate, budget or prospect information relating to Company or any of its Subsidiaries or their respective businesses or (B) except for the express written representations and warranties made in this ARTICLE IV (as qualified by the Company Disclosure Letter and the Company Filed SEC Documents) or any certificate delivered by or at the direction of Company pursuant to this Agreement, any oral or written information presented to Parent 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) Notwithstanding anything contained in this Agreement to the contrary, Company acknowledges and agrees that neither Parent nor Merger Sub or any other person acting on behalf of Parent or its Subsidiaries has made, is making or is authorized to make, and Company expressly disclaims reliance upon, any representations, warranties or statements relating to Parent or its Subsidiaries whatsoever, express or implied, beyond those expressly given by Parent in writing in ARTICLE V (as qualified by the Parent Disclosure Letter and the Parent Filed SEC Documents) or any certificate delivered by or at the direction of Parent pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of the any information provided regarding Parent or Merger Sub furnished or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Company or any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the generality of the foregoing, Company acknowledges that, except as expressly provided in ARTICLE V (as qualified by the Rollover Stockholder acknowledges Parent Disclosure Letter and agrees that the Parent Filed SEC Documents) or any certificate delivered by or at the direction of Parent pursuant to this Agreement, no representations or warranties of any kind have been or will be are made with respect to any projections, forecasts, estimates estimates, budgets or other prospect information or data that may have been made available to the Rollover Stockholder (including in any data room Company or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, its representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a party.

No Other Representations. No party Except for any claim for Fraud, in entering into this Agreement, Purchaser specifically acknowledges and agrees that it has relied solely upon the representations and warranties of the Company set forth in Article III and the representations and warranties of Seller set forth in Article IV (in each case, as modified by the Disclosure Schedules), and Purchaser acknowledges and agrees that, except for the representations and warranties of the Company expressly set forth in Article III and the representations and warranties of Seller set forth in Article IV (in each case, as modified by the Disclosure Schedules), none of Seller, the Company nor any of their respective Representatives nor any other Person acting on Seller’s or the Company’s behalf makes or has made, and Purchaser is making not relying on and has not relied on, any representation or warranty of any kind or nature whatsoever to any other party heretowarranty, oral or written, either express or implied, with respect to the Company, its business, or the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction its own independent investigation of the condition, operations and business of the Company and the Company’s Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereofPurchaser has relied on the results of its own independent investigation. Except for any claim for Fraud, Purchaser hereby waives, on behalf of itself and each party hereby disclaims any such other representations or warranties with respect its Subsidiaries (including, after the Closing, the Company and its Subsidiaries) and its Affiliates, from and after the Closing, to the transactions contemplated by this Agreement. Without limiting fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against any direct or indirect equityholder of the foregoingCompany, the Rollover Stockholder understands and agrees thatSeller, other than the representations and warranties of SPV and Topco set forth in this Agreement, neither SPV, Topco nor any respective Affiliate thereof nor any of their respective officersAffiliates or any officer, directorsdirector, representativesmanager, agentsmember, advisors partner, employee, agent, consultant or Representative of any of the foregoing, and agrees no recourse shall be sought or granted against any of them, relating to the operation of any of the Company, the Company’s Subsidiaries or their respective business or relating to the subject matter of this Agreement (including financial advisors representations, warranties and placement agents covenants contained herein, and any certificate, instrument, opinion or persons or entities performing similar functionsother documents delivered hereunder) nor any other person or entity makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to and the transactions contemplated hereby, the LLCA whether arising under or based upon any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise (including any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages, or any other document recourse or instrument referred to hereinremedy, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates or other information or data made available to the Rollover Stockholder (including in any data room or in any presentation) provided or hereafter provided to the Rollover Stockholder in connection with its consideration of the transactions contemplated hereby, and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any representations or warranties made in any other agreement to which such Person is a partyas may arise under common law).

No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands and agrees Buyer acknowledges that, other than the representations and warranties of SPV and Topco as set forth in this Agreement, neither SPVnone of Seller, Topco nor any respective Affiliate thereof nor the Group Companies or any of their respective directors, officers, directorsemployees, representativesAffiliates, agentsstockholders, advisors (including financial advisors and placement agents or persons representatives makes or entities performing similar functions) nor any other person or entity makes has made any representation or warranty, either express or implied, (x) as to the accuracy or completeness of any of the information provided or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Buyer or any of their its respective officers, directorsagents, representatives, agents, advisors lenders or Affiliates prior to the execution of this Agreement or (including financial advisors and placement agents or persons or entities performing similar functionsy) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates estimates, plans or other information budgets of future revenues, expenses or data made available to the Rollover Stockholder expenditures, future results of operations (including in or any data room component thereof), future cash flows (or in any presentationcomponent thereof) provided or future financial condition (or any component thereof) of any Group Company heretofore or hereafter provided to or made available to Buyer or any of its respective agents, representatives, lenders or Affiliates. Without limiting the Rollover Stockholder generality of the foregoing, none of Seller, the Group Companies or any of their respective directors, officers, employees, Affiliates, stockholders, agents or representatives has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business, assets or liabilities of the Group Companies made available or delivered to Buyer, including due diligence materials, memorandum or similar materials, or in any presentation of the business of the Group Companies by management of the Group Companies or others in connection with its consideration of the transactions contemplated hereby, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer in executing, delivering and performing this Agreement and the Rollover Stockholder agrees transactions contemplated hereby. It is understood that neither SPV any cost estimates, projections or Topco nor other predictions, any respective Affiliate thereof nor data, any of their respective officersfinancial information or any memoranda or offering materials or presentations, directors, representatives, agents, including any offering memorandum or similar materials made available or provided to Buyer and its representatives and advisors (including financial advisors are not and placement agents shall not be deemed to be or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect thereto. For the avoidance of doubt, nothing herein shall limit any to include representations or warranties made of any Group Company or Seller, and are not and shall not be deemed to be relied upon by Buyer in any other agreement to which such Person is a partyexecuting, delivering and performing this Agreement and the transactions contemplated hereby.

No Other Representations. No party is making any representation or warranty of any kind or nature whatsoever to any other party hereto, oral or written, express or implied, with respect to the transactions contemplated by In entering into this Agreement, except those representations expressly made by such party set forth in Section 5 hereof, each of Parent and each party hereby disclaims any such other representations or warranties with respect to the transactions contemplated by this Agreement. Without limiting the foregoing, the Rollover Stockholder understands Merger Sub has relied solely upon its own investigation and agrees that, other than analysis and the representations and warranties of SPV Company expressly contained in Article II or in any other Related Agreement, and Topco each of Parent and Merger Sub acknowledges that, other than as set forth in this Agreement or in any other Related Agreement, neither SPV, Topco nor any respective Affiliate thereof nor none of the Group Companies or any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents Affiliates or persons representatives makes or entities performing similar functions) nor any other person or entity makes has made any representation or warranty, either express or implied, (a) as to the accuracy or completeness of any of the information provided or made available to be provided to the Rollover Stockholder by or on behalf of SPV or Topco or any other person or entity or related to the transactions contemplated hereby, the LLCA or any other document or instrument referred to herein, and nothing contained in any other documents or instruments provided or statements made by or on behalf of SPV or Topco or any other person or entity to the Rollover Stockholder is, or shall be relied upon as, a promise or representation by SPV or Topco, any affiliate thereof Parent or any of their respective officers, directors, representatives, agents, advisors its Affiliates or representatives prior to the execution of this Agreement or (including financial advisors and placement agents or persons or entities performing similar functionsb) or any other person or entity that any such information is accurate or complete. Without limiting the foregoing, the Rollover Stockholder acknowledges and agrees that no representations or warranties of any kind have been or will be made with respect to any projections, forecasts, estimates estimates, plans or other information budgets of future revenues, expenses or data expenditures, future results of operations (or any component thereof), prospects, future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Group Company, in each case heretofore or hereafter delivered to or made available to Parent, or any of its Affiliates or representatives. Without limiting the Rollover Stockholder generality of the foregoing, none of the Group Companies or any of their respective Affiliates or representatives has made, and shall not be deemed to have made, any representations or warranties in the materials (including other than as set forth in any data room this Agreement or in any presentationother Related Agreement) provided or hereafter provided relating to the Rollover Stockholder business, assets or Liabilities of the Group Companies made available to Parent or any of its Affiliates or representatives, including due diligence materials, memoranda or similar materials, or in any presentation of the business of the Group Companies by management of any Group Company or others in connection with its consideration of the transactions contemplated hereby, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise be deemed to have been relied upon by Parent or Merger Sub in executing, delivering and performing this Agreement and the Rollover Stockholder agrees that neither SPV or Topco nor any respective Affiliate thereof nor any of their respective officers, directors, representatives, agents, advisors (including financial advisors and placement agents or persons or entities performing similar functions) nor any other person or entity shall have any liability with respect theretotransactions contemplated hereby. For the avoidance of doubt, nothing herein shall limit Except for any representations or warranties made set forth in this Agreement or in any other agreement Related Agreement, it is understood that any cost estimates, projections or other predictions, any data, any financial information or any offering or other memoranda, offering materials, presentations or similar materials made available to which such Person is a partyParent or any of its Affiliates or representatives, are not, and shall not be deemed to be or to include, representations or warranties of any Group Company, and were not, and shall not be deemed to have been, relied upon by Parent in executing, delivering or performing this Agreement or the transactions contemplated hereby.