Common use of No Outside Reliance Clause in Contracts

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, its Affiliates and any of its and their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its AffiliatesAffiliates or any of their respective directors, officers, employees, partners, members, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIV or any certificate delivered in accordance with Section 9.02(b), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company, and each of Acquiror and Merger Sub, on its own behalf and on behalf of their Affiliates and its and their directors, officers, employees, partnership, members or representatives, disclaim reliance on any representations and warranties, express or implied, other than those expressly given by the Company in Article IV or its Subsidiariesany certificate delivered in accordance with Section 9.02(b). Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementAgreement or any certificate delivered in accordance with Section 9.02(b). Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIV or any certificate delivered in accordance with Section 9.02(b), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V VI or any other provision hereof, each of Acquiror and Merger Sub, and any of their its respective directors, managers, officers, employees, equityholders, partners, members or representatives, Representatives acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company in Article V and the Sellers in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representativesRepresentatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementParty or any of its Affiliates or its Representatives) or management presentations that have been or shall hereafter be provided to Acquiror Party or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed to be representations or warranties of the CompanyCompany or any Seller, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article V and Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article V and Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any each of their respective directors, managers, officers, employees, equityholdersstockholders, partners, members or and representatives, acknowledge acknowledges and agree agrees that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and and, except as otherwise provided in the representations and warranties contained in Article IVIV or any certificate delivered in accordance with Section 9.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of Acquiror and Merger Sub, the Company and any of their its respective directors, managers, officers, employees, equityholders, partners, members or representativesRepresentatives, acknowledge and agree that Acquiror the Company has made its own investigation of the Company Acquiror and that neither the Company Acquiror nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company Acquiror in Article IVV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesAcquiror. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhereprovided by Acquiror, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed reviewed by Acquiror the Company or its representatives) or reviewed by Acquiror Subsidiaries pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company, its Subsidiaries or any of its Affiliates, agents or representatives their Affiliates or Representatives are not and will not be deemed to be representations or warranties of the CompanyAcquiror, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV V of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror the Company understands and agrees that any assets, properties and business of the Company and its Subsidiaries Acquiror are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members partners or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their its respective directors, managers, officers, employees, equityholders, partners, members or representativesRepresentatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond implied (other than those expressly given by the Company in Article IV), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representativesRepresentatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed not to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror and Merger Subthe Acquisition Entities, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror Representatives has made its own investigation of the Company Company, its Subsidiaries and Material Subsidiaries and that neither the Company nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries or Material Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror such Acquisition Entity or its representativesRepresentatives) or reviewed by Acquiror such Acquisition Entity pursuant to the Confidentiality AgreementNDA) or management presentations that have been or shall hereafter be provided to Acquiror such Acquisition Entity or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries, Material Subsidiaries or the Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementIII. Except as otherwise expressly set forth in this Agreement, Acquiror such Acquisition Entity understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries and Material Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror HCM and Merger Sub, and any of their its respective directors, managers, officers, employees, equityholders, partners, members or and representatives, acknowledge and agree that Acquiror HCM has made its own investigation of the Company and that neither the Company Murano Parties nor any of its their respective Affiliates, agents or representatives is making making, and HCM is not relying upon, any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Murano Parties in Article IVIV or in the Ancillary Agreements, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Murano Parties or its SubsidiariesGroup Companies. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror HCM or its representatives) or reviewed by Acquiror HCM pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror HCM or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyMurano Parties, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementIV. Except as otherwise expressly set forth in this Agreement, Acquiror HCM understands and agrees that any assets, properties and business of the Company Murano Parties and its Subsidiaries the Group Companies are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V VII or any other provision hereof, each of Acquiror and Merger Sub, SPAC and any of their its respective directors, managers, officers, employees, equityholders, partners, members members, Affiliates or representatives, Representatives acknowledge and agree that Acquiror SPAC has made its own investigation of the Company Group Companies and that neither the Company Group Companies nor any of its their Affiliates, agents or representatives is Representatives are making any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company Group Companies in Article IVVI and the Shareholders in Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Group Companies or its their Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Group Companies Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representativesRepresentatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementSPAC or any of its Affiliates or its Representatives) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed to be representations or warranties of the CompanyGroup Companies or the Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV VI and Article V of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror SPAC understands and agrees that any assets, properties and business of the Company Group Companies and its their Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVVI and Article V, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror the Purchaser Parties and Merger Sub, and any of their its respective directors, managers, officers, employees, equityholders, partners, investors, members or and representatives, acknowledge and agree that Acquiror has made its their own investigation of the Company and its Subsidiaries and that neither the Company nor any of its Affiliates, agents agents, advisors or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedule or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Purchaser Parties or its representatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementPurchaser Parties otherwise) or management presentations that have been or shall hereafter be provided to Acquiror Purchaser or any of its Affiliates, agents agents, advisors or representatives are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries, or Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreementforegoing. Except as otherwise expressly set forth in this Agreement, Acquiror each of the Purchaser Parties understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror SPAC and Merger Sub, and any of their respective directors, managers, officers, employees, its equityholders, partners, members or representativesand Representatives, acknowledge including Sponsor and agree that Acquiror Sponsor Affiliate, has made its own investigation of the Company Company, its Subsidiaries and Material Subsidiaries and that neither the Company nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries or Material Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representativesRepresentatives) or reviewed by Acquiror SPAC pursuant to the Confidentiality AgreementNDA or otherwise) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries, Material Subsidiaries or Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementIII. Except as otherwise expressly set forth in this Agreement, Acquiror SPAC understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries and Material Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V VI or any other provision hereof, each of Acquiror and Merger Sub, such Acquisition Entity and any of their its respective directors, managers, officers, employees, equityholders, partners, members or representativesRepresentatives, acknowledge and agree that Acquiror such Acquisition Entity has made its own investigation of Acquiror and the Company and that neither Acquiror, the Company nor any of its their respective Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond implied (other than those expressly given by the Company in Article IVIV and Acquiror in Article V), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesAcquiror. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in provided by the Company Disclosure Letter or elsewhereAcquiror, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror any Acquisition Entity, its Subsidiaries or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed not to be representations or warranties of the CompanyCompany or Acquiror, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror such Acquisition Entity understands and agrees that any assets, properties and business of the Company and its Subsidiaries or Acquiror are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIV and Article V, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror the Company has made its own investigation of the Company SPAC and that neither the Company SPAC nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company SPAC in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesSPAC. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company SPAC Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company or its representativesRepresentatives) or reviewed by Acquiror the Company pursuant to the Confidentiality AgreementAgreement or otherwise) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of SPAC or the CompanySPAC Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementIV. Except as otherwise expressly set forth in this Agreement, Acquiror the Company understands and agrees that any assets, properties and business of the Company and its Subsidiaries SPAC are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its the Company Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its the Company Subsidiaries are furnished “as is,”, ,` “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror SPAC and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror the Sponsor has made its own investigation of the Company Group Companies and the Acquisition Entities and that neither the Company nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII and by the Acquisition Entities in Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesGroup Companies. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representativesRepresentatives) or reviewed by Acquiror SPAC pursuant to the Confidentiality AgreementAgreement or otherwise) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the CompanyGroup Companies or the Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. III and Article V. Except as otherwise expressly set forth in this Agreement, Acquiror SPAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries Group Companies are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII and Article V, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V 5 or any other provision hereof, each of Acquiror and Merger Sub, SPAC and any of their respective its directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror SPAC has made its own investigation of the Company and that neither the Company Company, HoldCo, Merger Sub 2, nor any of its their respective Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV4, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representatives) or reviewed by Acquiror SPAC pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV 4 of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror SPAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV4, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, Sub and its other Affiliates and any of its and their respective directors, managers, officers, employees, equityholdersstockholders, partners, members members, or representativesRepresentatives, acknowledge and agree that Acquiror has and Merger Sub have made its their own investigation of the Company and that neither they are relying only on that investigation and the specific representations and warranties set forth in this Agreement, and not on any other representation or statement made by the Company nor any of its AffiliatesAffiliates or any of their respective directors, agents officers, employees, stockholders, partners, members, agents, or representatives Representatives, and that none of such persons is making or has made any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company in Article IV, including including, without limitation, any other implied warranty or representation as to condition, merchantability, suitability suitability, or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesCompany. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections projections, or other predictions that may be contained or referred to in the Company Disclosure Letter Acquiror and Merger Sub Schedules or elsewhere, as well as any information, documents documents, or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror and Merger Sub pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents agents, or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties properties, and business of the Company and its Subsidiaries are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained of the Company expressly set forth in Article IVIV or any certificate delivered in accordance with Section 9.2(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article ARTICLE V or any other provision hereof, each of Acquiror Pubco and Merger Sub, its Affiliates and any of its and their respective directors, managers, officers, employees, equityholdersstockholders, partners, members or representativesRepresentatives, acknowledge and agree that Acquiror Pubco has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents Affiliates or representatives any of their respective Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVARTICLE IV or any certificate delivered in accordance with Section 8.02(a), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its the Company Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimatesfinancial projection, financial forecast, estimate, budget or other projections or other predictions prospect information that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror Pubco or its representativesRepresentatives) or reviewed by Acquiror Pubco pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Pubco or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementARTICLE V or any certificate delivered in accordance with Section 8.02(a). Except as otherwise expressly set forth in this Agreement, Acquiror Pubco understands and agrees that any assets, properties and business of the Company and its Subsidiaries Entities are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVARTICLE V or any certificate delivered in accordance with Section 8.02(a), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V ARTICLE IV or any other provision hereof, each of Acquiror Parent, Merger Sub and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, Representatives acknowledge and agree that Acquiror Parent has made its own investigation of the Company and that neither none of the Company or any other Person is making, nor any of its Affiliatesis Parent or Merger Sub relying on, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond relating to Company or any of its Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those expressly given representations and warranties made by the Company that are expressly set forth in Article IV, including any implied warranty ARTICLE III or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of in the Company or its SubsidiariesClosing Certificate. Without limiting the generality of the foregoing, it is understood Parent and Merger Sub understand and agree that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to the Company, any of its Affiliates or other predictions any of their respective businesses that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror Parent or its representatives) or reviewed by Acquiror Parent pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Parent or any of its Affiliates, agents or representatives any of their Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreementforegoing. Except as otherwise expressly provided in the representations and warranties made by the Company that are expressly set forth in this AgreementARTICLE III, Acquiror understands Parent and agrees Merger Sub understand and agree that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVto, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V ARTICLE IV or any other provision hereof, each of Acquiror the Company and Merger Sub, its Affiliates and any of its and their respective directors, managers, officers, employees, equityholders, partners, members or representativesRepresentatives, acknowledge and agree that Acquiror the Company has made its own investigation of the Company Pubco and that neither the Company Pubco nor any of its Affiliates, agents Affiliates or representatives any of their respective Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Pubco in Article IVARTICLE V or any certificate delivered in accordance with Section 8.03(a), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Pubco or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimatesfinancial projection, financial forecast, estimate, budget or other projections or other predictions prospect that may be contained or referred to in the Company Pubco Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company or its representativesRepresentatives) or reviewed by Acquiror the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the CompanyPubco, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementARTICLE V or any certificate delivered in accordance with Section 8.03(a). Except as otherwise expressly set forth in this Agreement, Acquiror the Company understands and agrees that any assets, properties and business of the Company and its Subsidiaries Pubco Entities are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVARTICLE V or any certificate delivered in accordance with Section 8.03(a), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of Acquiror Parent, Merger Sub and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, Representatives acknowledge and agree that Acquiror Parent has made its own investigation of the Company and that neither none of the Company nor or any of its Affiliates, agents or representatives other Person is making any representation or warranty whatsoever, express or implied, beyond relating to Company or any of its Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those expressly given representations and warranties made by the Company that are expressly set forth in Article IV, including any implied warranty III or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of in the Company or its SubsidiariesClosing Certificate. Without limiting the generality of the foregoing, it is understood Parent and Merger Sub understand and agree that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to the Company, any of its Affiliates or other predictions any of their respective businesses that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror Parent or its representatives) or reviewed by Acquiror Parent pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Parent or any of its Affiliates, agents or representatives any of their Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except foregoing. Except as may be otherwise expressly provided in the representations and warranties made by the Company that are expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this AgreementIII, Acquiror understands Parent and agrees Merger Sub understand and agree that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVto, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereofof this Agreement to the contrary, each Acquiror acknowledges and agrees that no Seller nor any of Acquiror and Merger Subits Affiliates, and nor any of their respective directors, managers, officers, employees, equityholdersstockholders, partners, members or representativesRepresentatives has made, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliatesor is making, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesCompanies. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules attached hereto or elsewhere, as well as any information, documents or other materials (including any such materials contained or posted in any “electronic data room” (whether room established by Sellers or not accessed their Representatives in connection with the transactions contemplated by Acquiror or its representatives) this Agreement or reviewed by Acquiror pursuant to the Confidentiality Agreementany confidentiality agreements or otherwise) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the CompanySellers, and no representation or warranty is made for purposes of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementIII. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries Companies are furnished “as is”, “where is” and and, subject to and except as otherwise provided in the representations and warranties expressly contained in Article IVIII or any other Transaction Document, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, its Affiliates acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its AffiliatesAffiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIV or any certificate delivered in accordance with Section 9.02(b), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesCompany. Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representativesRepresentatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementAgreement or any certificate delivered in accordance with Section 9.02(b). Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIV or any certificate delivered in accordance with Section 9.02(b), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V VI or any other provision hereof, each of Acquiror and Merger Sub, and any of their its respective directors, managers, officers, employees, equityholders, partners, members or representatives, Representatives acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company in Article IVV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representativesRepresentatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV V of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofof this Agreement, each of Acquiror and Merger Sub, its Affiliates and any of its and their respective directors, managers, officers, employees, equityholderspartners, partnersstockholders, members or representativesRepresentatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its AffiliatesAffiliates or any of their respective directors, officers, employees, partners, stockholders, members, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVRepresentations, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or the Assets, and Acquiror, on its Subsidiariesown behalf and on behalf of its Affiliates and its and their directors, officers, employees, partners, stockholders, members or Representatives, disclaim reliance on any representations and warranties, express or implied, other than the Company Representations. Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representativesRepresentatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementAcquiror) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreementa Company Representation. Except as otherwise expressly set forth in this Agreementany Company Representation, Acquiror understands and agrees that the Assets and any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror PubCo has made its own investigation of the Company SPAC and that neither the Company SPAC nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company SPAC in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesSPAC. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company SPAC Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror PubCo or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of SPAC or the CompanySPAC Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementIV. Except as otherwise expressly set forth in this Agreement, Acquiror PubCo understands and agrees that any assets, properties and business of the Company and its Subsidiaries SPAC are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror Industrea and Concrete Merger Sub, Sub acknowledges and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and agrees that neither the Company nor any of its Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives representatives, has made, or is making making, any representation or warranty whatsoever, express or impliedimplied (and neither Industrea nor Concrete Merger Sub has relied on any representation, warranty or statement of any kind by the Company or any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives), beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror Industrea or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Industrea or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing foregoing, except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.V.

No Outside Reliance. Notwithstanding anything contained in this Article V VII or any other provision hereof, each of Acquiror Acquiror, Holdings and Merger Sub, and any of their respective directors, managers, officers, employees, equityholdersstockholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVV or by the Cision Owner in Article VI, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyCompany or the Cision Owner, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV V or Article VI of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVV or any certificate delivered in accordance with Section 11.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of Acquiror and Merger Subthe Group Companies, and any each of their respective directors, managers, officers, employees, equityholders, partners, members or and representatives, acknowledge acknowledges and agree agrees that Acquiror the Company has made its own investigation of the Company HCM and that neither the Company HCM nor any of its their respective Affiliates, agents or representatives is making making, and the Company is not relying upon, any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company HCM in Article IVV or in the Ancillary Agreements, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesHCM. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company HCM Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company or its representatives) or reviewed by Acquiror the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyHCM, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. V. Except as otherwise expressly set forth in this Agreement, Acquiror the Company understands and agrees that any assets, properties and business of the Company and its Subsidiaries HCM are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, its Affiliates and any of its and their respective directors, managers, officers, employees, equityholdersstockholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its AffiliatesAffiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIV or any certificate delivered in accordance with Section 9.02(b), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror the Company and Merger Sub, its Affiliates and any of its and their respective directors, managers, officers, employees, equityholderspartners, partnersstockholders, members or representativesRepresentatives, acknowledge and agree that Acquiror the Company has made its own investigation of the Company Acquiror and that neither the Company Acquiror nor any of its AffiliatesAffiliates or any of their respective directors, officers, employees, partners, stockholders, members, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVAcquiror Representations, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the equity interest in Acquiror or any assets of Acquiror, and the Company Company, on its own behalf and on behalf of its Affiliates and its and their directors, officers, employees, partners, stockholders, members or its SubsidiariesRepresentatives, disclaim reliance on any representations and warranties, express or implied, other than the Acquiror Representations. Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewherepredictions, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company or its representativesRepresentatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementCompany) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the CompanyAcquiror, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, an Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoeverRepresentation.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their its respective directors, managers, officers, employees, equityholdersequity holders, partners, members or representatives, Representatives acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representativesRepresentatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V III or any other provision hereof, each of Acquiror and Merger Subthe VS Entities, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror VS PubCo has made its own investigation of the Company Crescent Holders and the Blocker Sellers and that neither none of the Company Crescent Holders, the Blocker Sellers nor any of its their respective Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Blocker Sellers in Article IVIV and the Crescent Holders in Article V, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Crescent Holders (including the Crescent Blockers) or its their Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Crescent Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the VS Entities or any of its their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyBlocker Sellers or the Crescent Holders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV or Article V of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands the VS Entities understand and agrees agree that any assets, properties and business of the Company Crescent Holders and its their Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIV and Article V, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries and, except for the representations and warranties expressly made by the Company in Article IV, neither Acquiror nor Merger Sub nor any of their respective Affiliates relied on any representation or warranty, or the accuracy of completeness thereof, or any other information, or the accuracy or completeness thereof, provided by the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective its directors, managers, officers, employees, equityholders, partners, members or representativesand other Representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents Affiliates or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representativesRepresentatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementAcquiror) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror and Merger Subthe Acquisition Entities, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror Representatives has made its own investigation of the Company Company, its Subsidiaries and that neither the Company nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions predictions, forecasts or other forward looking information that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror such Acquisition Entity or its representativesRepresentatives) or reviewed by Acquiror such Acquisition Entity pursuant to the Confidentiality AgreementNDA or otherwise) or management presentations that have been or shall hereafter be provided to Acquiror such Acquisition Entity or any of its Affiliates, agents or representatives Representatives or Investors are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries or the Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementIII. Except as otherwise expressly set forth in this Agreement, Acquiror such Acquisition Entity understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror Parent and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror Parent has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror Parent or its representatives) or reviewed by Acquiror Parent pursuant to the Confidentiality Nondisclosure Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Parent or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror Parent understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror Buyer acknowledges and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and agrees that neither the Company Seller nor any of its Affiliates, nor any of its or their respective agents or representatives representatives, has made, or is making making, any representation or warranty whatsoever, express or impliedimplied (and Buyer has not relied on any representation, warranty or statement of any kind by the Seller, the Company, the Subsidiaries, the Partnerships or any of their respective Affiliates or any of their respective agents or representatives), beyond those expressly given by the Company in Article ARTICLE IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Company, the Partnerships or its any of their respective Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror Buyer or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanySeller, except as expressly set forth in this Agreement, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company Company, the Partnerships and its their respective Subsidiaries are furnished “as is”, “where is” and and, subject only to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each the Acquiror, on behalf of Acquiror and Merger Subitself, its Subsidiaries, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representativesRepresentatives, acknowledge acknowledges and agree agrees that the Acquiror has made its own investigation of the Company View Companies and that that, except in the case of intentional fraud, neither the Company View Companies, nor any of its their Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company View Companies in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesView Companies. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed reviewed by the Acquiror or any of its representatives) agents or reviewed by Acquiror Representatives pursuant to the Confidentiality AgreementNDA) or management presentations that have been or shall hereafter be provided to or with the Acquiror or any of its Affiliates, agents or representatives Representatives, except for the representations and warranties set forth in Section 3.28 or in the case of intentional fraud, are not and will not be deemed to be representations or warranties of the CompanyView Companies or their Affiliates, and except for the representations and warranties set forth in Section 3.28 or in the case of intentional fraud, no representation or warranty is made as to the accuracy or completeness of any of the foregoing except except, in each such case, as may be expressly set forth in Article IV III of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror Bright Lights and Merger Subits Subsidiaries, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror Bright Lights has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror Bright Lights or its representatives) or reviewed by Acquiror Bright Lights pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Bright Lights or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror Bright Lights understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything to the contrary contained in this Article V or any other provision hereofherein, each of Acquiror and Merger Sub, the Company and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, its Representatives acknowledge and agree that Acquiror the Company has made its own investigation of SVF and the Company Merger Sub and that neither none of SVF, the Company Merger Sub nor any of its Affiliates, agents or representatives other Person is making any express or implied representation or warranty whatsoeverwith respect to SVF, express the Merger Sub or impliedany of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, beyond those expressly given by SVF and the Company Merger Sub in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter SVF Reports or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company or its representativesRepresentatives) or reviewed by Acquiror the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of SVF or the CompanyMerger Sub, and no representation or warranty is made as to the accuracy completeness or completeness correctness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror the Company understands and agrees that any assets, properties and business of the Company SVF and its Subsidiaries the Merger Sub are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V VI or any other provision hereof, each of Acquiror and Merger Sub, its Affiliates and any of its and their respective directors, managers, officers, employees, equityholdersstockholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company Company, its Subsidiaries and the Group Companies and that neither none of the Company Company, its Subsidiaries or the Group Companies nor any of its Affiliatestheir respective Affiliates or any of their respective directors, officers, managers, employees, equityholders, partners, members, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or and its Affiliates and any of its Affiliatesand their respective directors, agents officers, employees, stockholders, partners, members or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V VI or any other provision hereof, each of Acquiror and Acquiror, Merger Sub, Blocker Sub and the Blocker Merger Subs, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror and Merger SubParent, Amalgamation Sub and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, Representatives acknowledge and agree that Acquiror has each of Parent and Amalgamation Sub have made its their own investigation of the Company Group Companies and acknowledge that neither the Company Group Companies nor any of its their respective Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company Group Companies in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesGroup Companies. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter AARK Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror Parent or its representativesRepresentatives) or reviewed by Acquiror Parent pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Parent or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed to be representations or warranties of the CompanyGroup Companies, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands Parent and agrees Amalgamation Sub understand and agree that any assets, properties and business of the Company and its Subsidiaries Group Companies are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVthis Agreement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V 5 or any other provision hereof, each of Acquiror and Merger Sub, SPAC and any of their respective its directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror SPAC has made its own investigation of the Target Company Group and that neither the Company Target Companies nor any of its their respective Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Target Companies in Article IV, including any implied warranty or representation 4 of this Agreement (as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of modified by the assets of Target Company Disclosure Letter) and the Company or its SubsidiariesAncillary Agreements. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, “data room,” as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representatives) or reviewed by Acquiror SPAC pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyTarget Companies, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV 4 of this AgreementAgreement (as modified by the Target Company Disclosure Letter) or the Ancillary Agreements. Except as otherwise expressly set forth in this AgreementAgreement or the Ancillary Agreements, Acquiror SPAC understands and agrees that any assets, properties and business of the Target Company Group and its Subsidiaries Business are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV4 or the Ancillary Agreements, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V III or any other provision hereof, each of Acquiror and Merger Subthe VS Entities, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror the VS Entities has made its own investigation of the Company Horizon and that neither the Company Horizon nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Horizon in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Horizon or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the VS Entities or any of its their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyHorizon, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror each of the VS Entities understands and agrees that any assets, properties and business of the Company Horizon and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, its Affiliates acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its AffiliatesAffiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIV or any certificate delivered in accordance with Section 9.02(b), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesCompany. Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementAgreement or any certificate delivered in accordance with Section 9.02(b). Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIV or any certificate delivered in accordance with Section 9.02(b), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror the Company Group and Merger Sub, and any of their respective directors, managers, officers, employees, its equityholders, partners, investors, members or and representatives, acknowledge and agree that Acquiror has made its their own investigation of the Company Purchaser Parties and their respective Subsidiaries and that neither the Company Purchaser Parties nor any of its their Affiliates, agents agents, advisors or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Purchaser in Article IVV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Purchaser Parties or its any of their Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter SEC filings or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company Group or its representatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementCompany Group otherwise) or management presentations that have been or shall hereafter be provided to Acquiror the Company Group or any of its Affiliates, agents agents, advisors or representatives are not and will not be deemed to be representations or warranties of the CompanyPurchaser Parties, any of their Subsidiaries, or shareholders of the Purchaser, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreementforegoing. Except as otherwise expressly set forth in this Agreement, Acquiror the Company Group understands and agrees that any assets, properties and business of the Company Purchaser Parties and its any of their Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger SubPurchaser, and any of their respective its directors, managers, officers, employees, equityholdersstockholders, partners, members or representatives, acknowledge and agree that Acquiror Purchaser has made its own investigation of the Company Target Companies and that neither none of the Company Target Companies nor any of its their respective Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, Article IV and in any documents delivered by or on behalf of Sellers or the Target Companies at Closing, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets Assets of any of the Company or its SubsidiariesTarget Companies. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedule or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror Purchaser or its Affiliates pursuant to the Confidentiality Non-Disclosure Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Purchaser or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of any of the CompanyTarget Companies, Sellers or any their respective Affiliates, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror Purchaser understands and agrees that any assetsinventory, equipment, Assets, properties and business Business of the Company and its Subsidiaries Target Companies are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII, Article IV and in any documents delivered by or on behalf of Sellers or the Target Companies at Closing, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V III or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, Sub acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVthis Agreement, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules hereto or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVARTICLE II, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror SPAC and Merger Sub, and any of their respective directors, managers, officers, employees, its equityholders, partners, members or representativesand Representatives, acknowledge including Sponsor and agree that Acquiror any of its Affiliates, has made its own investigation of the Company and its Subsidiaries. The SPAC acknowledges and agrees that neither the Company nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions predictions, forecasts or other forward looking information that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representativesRepresentatives) or reviewed by Acquiror SPAC pursuant to the Confidentiality AgreementNDA or otherwise) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents or representatives Representatives or Forward Purchase Investors are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries or Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementIII. Except as otherwise expressly set forth in this Agreement, Acquiror SPAC understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V VI or any other provision hereof, each of Acquiror and Merger Sub, and any of their its respective directors, managers, officers, employees, equityholdersequity holders, partners, members or representatives, Representatives acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company in Article IVV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representativesRepresentatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV V of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror the Company has made its own investigation of the Company SPAC and that neither the Company SPAC nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company SPAC in Article IVIV and SPAC Acquisition Entities in Article VI, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesSPAC. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company SPAC Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company or its representativesRepresentatives) or reviewed by Acquiror the Company pursuant to the Confidentiality AgreementAgreement or otherwise) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of SPAC or the CompanySPAC Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreementand SPAC Acquisition Entities in Article VI. Except as otherwise expressly set forth in this Agreement, Acquiror the Company understands and agrees that any assets, properties and business of the Company and its Subsidiaries SPAC are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIV and SPAC Acquisition Entities in Article VI, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any each of their respective directors, managers, officers, employees, equityholdersstockholders, partners, members or and representatives, acknowledge acknowledges and agree agrees that each of Acquiror and Merger Sub has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, each of Acquiror and Merger Sub understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and and, except as otherwise provided in the representations and warranties contained in Article IVIV or any certificate delivered in accordance with Section 9.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V VI or any other provision hereof, each of Acquiror and Merger Sub, and any of their its respective directors, managers, officers, employees, equityholdersequity holders, partners, members or representatives, Representatives acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company in Article IVV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representativesRepresentatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. V. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “"data room” " (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “"as is”", “"where is” " and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereofof this Agreement, each of Acquiror and Merger SubPubCo, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror PubCo has made its own investigation of the Company BT Entities and that neither the Company BT Entities nor any of its their Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company BT Entities in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company BT Entities or its their Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company BT Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror PubCo or its representatives) or reviewed by Acquiror PubCo pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror PubCo or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyBT Entities, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV III of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror PubCo understands and agrees that any assets, properties and business of the Company BT Entities and its their Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V VII or any other provision hereof, each of Acquiror and Merger Sub, Sub and any of their its respective directors, managers, officers, employees, equityholders, partners, members or representativesRepresentatives, acknowledge and agree that Acquiror Merger Sub has made its own investigation of the Company SPAC, and that neither the Company SPAC nor any of its respective Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond implied (other than those expressly given by the Company SPAC in Article IVV), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Company, MultiplAI or its SubsidiariesSPAC. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhereprovided by SPAC, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Merger Sub, its Subsidiaries or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed not to be representations or warranties of the CompanySPAC, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror Xxxxxx Sub understands and agrees that any assets, properties and business of the Company and its Subsidiaries SPAC are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V 5 or any other provision hereof, each of Acquiror and Merger Subthe Parent Entities, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has the Parent Entities have made its their own investigation of the Company Group Members and that neither the Company Group Members nor any of its their Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Group Members in Article IV4 or in any Ancillary Agreement, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Group Members or its their Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror Parent or its representatives) or reviewed by Acquiror Parent pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Parent or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV 4 of this Agreement or in any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement or in any Ancillary Agreement, Acquiror Parent understands and agrees that any assets, properties and business of the Company and its Subsidiaries Group Members are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties of the Company contained in Article IV4 or in any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that each of Acquiror and Merger Sub has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making making, and Acquiror and Merger Sub hereby expressly disclaim reliance on, any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesCompany. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement)) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof(a) Purchaser acknowledges and agrees that Seller, each of Acquiror and Merger Subhas not made, and any of their respective directorsnor is making, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or impliedimplied (and Purchaser has not relied on any representation, warranty or statement of any kind by Seller), beyond those expressly given by the Company in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesMMIS Business. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedule or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementPurchaser or any of its Affiliates, agents or representatives) or management presentations that have been or shall hereafter be provided to Acquiror Purchaser or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanySeller, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing or the omission of any material information, whether express or implied, except as may be expressly set forth in Article IV III. (b) Seller acknowledges and agrees that Purchaser, has not made, nor is making, any representation or warranty whatsoever, express or implied (and Seller has not relied on any representation, warranty or statement of this Agreementany kind by Purchaser), beyond those expressly given in Article IV. Except Without limiting the generality of the foregoing, it is understood that no representation or warranty is made as otherwise to the accuracy or completeness of any of the foregoing or the omission of any material information, whether express or implied, except as may be expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror Buyer acknowledges and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and agrees that neither the Company nor Seller or any of its Affiliates, or any of their respective agents or representatives representatives, has made, or is making making, any representation or warranty whatsoever, express or impliedimplied (and Buyer has not relied on any representation, warranty or statement of any kind), beyond those expressly given by the Company in Article Articles III and IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesTarget Companies. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in this Agreement, the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror Buyer or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanySeller, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror Xxxxx understands and agrees that any assetsinventory, properties equipment, vehicle, asset, property and business of the Company and its Subsidiaries Target Companies are furnished “as is”, “where is” and and, subject only to and except as otherwise provided in the representations and warranties contained in Article Articles III and IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of Acquiror TSIA and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror TSIA has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror TSIA or its representatives) or reviewed by Acquiror TSIA pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror TSIA or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV III of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror TSIA understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, SPAC and any of their respective its directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror SPAC has made its own investigation of the Company and that neither the Company Company, HoldCo, Merger Sub, nor any of its their respective Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representatives) or reviewed by Acquiror SPAC pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror SPAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of Acquiror and Merger Subthe SPAC, and any of their respective its directors, managers, officers, employees, equityholdersequity holders, partners, members or representatives, acknowledge acknowledges and agree agrees that Acquiror it has made its own investigation of the Company Group and that neither the Company nor any other member of its the Company Group nor any of their of respective Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company and the Holdco in Article IVIII or in the Additional Agreements, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesGroup. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the disclosure schedules delivered by the Company Disclosure Letter to the SPAC or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representatives) or reviewed by Acquiror SPAC pursuant to an existing confidentiality agreement with the Confidentiality AgreementCompany or its equity holders) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyCompany or the Holdco, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementV or in the Additional Agreements. Except as otherwise expressly set forth in this Agreement, Acquiror SPAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries Group are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementAcquiror) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror Acquiror, First Merger Sub and Second Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of Acquiror and Merger Subthe SPAC, and any of their respective its directors, managers, officers, employees, equityholdersequity holders, partners, members or representatives, acknowledge acknowledges and agree agrees that Acquiror it has made its own investigation of the Company Group and that neither the Company nor any other member of its the Company Group nor any of their of respective Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII or in the Additional Agreements, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesGroup. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the disclosure schedules delivered by the Company Disclosure Letter to the SPAC or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representatives) or reviewed by Acquiror SPAC pursuant to an existing confidentiality agreement with the Confidentiality AgreementCompany or its equity holders) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementIII or in the Additional Agreements. Except as otherwise expressly set forth in this Agreement, Acquiror SPAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries Group are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each the Company, on behalf of Acquiror and Merger Subitself, its Subsidiaries, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representativesRepresentatives, acknowledge acknowledges and agree agrees that Acquiror the Company has made its own investigation of Acquiror and Merger Sub and that, except in the Company and that case of intentional fraud, neither the Company Acquiror, Merger Sub, nor any of its their Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Acquiror and Merger Sub in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Acquiror or its SubsidiariesMerger Sub. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Acquiror Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained included in any “data room” (whether the Acquiror SEC Filings or not accessed by Acquiror or its representatives) or otherwise reviewed by Acquiror the Company or any of its agents or Representatives pursuant to the Confidentiality AgreementNDA) or management presentations that have been or shall hereafter be provided to Acquiror or with the Company or any of its Affiliates, agents or representatives Representatives, except in the case of intentional fraud, are not and will not be deemed to be representations or warranties of the CompanyAcquiror or Merger Sub or their Affiliates, and except in the case of intentional fraud, no representation or warranty is made as to the accuracy or completeness of any of the foregoing except except, in each such case, as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of Acquiror and Merger Sub, the Company and any of their its respective directors, managers, officers, employees, equityholders, partners, members or representativesRepresentatives, acknowledge and agree that Acquiror the Company has made its own investigation of the Company SPAC and that neither the Company SPAC nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company SPAC in Article IVV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesSPAC. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhereprovided by SPAC, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed reviewed by Acquiror the Company or its representatives) or reviewed by Acquiror Subsidiaries pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company, its Subsidiaries or any of its Affiliates, agents or representatives their Affiliates or Representatives are not and will not be deemed to be representations or warranties of the CompanySPAC, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV V of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror the Company understands and agrees that any assets, properties and business of the Company and its Subsidiaries SPAC are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVV, with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding anything herein to the contrary, nothing in this Section 4.30 shall be deemed or construed to preclude or in any way limit any claim for fraud.

No Outside Reliance. Notwithstanding Subject to and without limiting anything contained in this Article V or any other provision hereof, each the Company, on its own behalf and on behalf of Acquiror its Affiliates and Merger Sub, on behalf of its and any of their respective directors, managers, officers, employees, employees and equityholders, partners, members or representatives, acknowledge and agree that Acquiror (i) such Person has made its own investigation of the Company Acquiror Parties and has been furnished with or given access to such documents and information about the Acquiror Parties and their businesses and operations as such Person has deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby and (ii) that neither the Company Acquiror Parties nor any of its Affiliates, agents or representatives other Person is making any representation or warranty whatsoever, express or implied, in respect of the Acquiror Parties or their respective businesses or operation beyond those expressly given made by the Company Acquiror Parties in Article IVV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesAcquiror Parties. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company or its representatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementRepresentatives) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the CompanyAcquiror Parties, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.V.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of Acquiror the Company and Merger Sub, and any of their respective its directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror the Company has made its own investigation of the Company Acquiror, Merger Sub and their respective Subsidiaries and that neither the Company Acquiror nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Acquiror in Article IVV, including any implied warranty or representation as to condition, Table of Contents merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the Company prospects (financial or its Subsidiaries. Without limiting otherwise) or the generality viability or likelihood of success of the foregoingbusiness of Acquiror, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in Merger Sub and their respective Subsidiaries as conducted after the Company Disclosure Letter or elsewhereClosing, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed materials provided by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its AffiliatesAffiliates or any of their respective directors, agents managers, officers, employees, shareholders, partners, members or representatives are not or otherwise. Except for the representations and will not be deemed to be representations or warranties expressly made by Acquiror in Article V, neither the Company nor any of the Company, and no its Affiliates relied on any representation or warranty is made as to warranty, or the accuracy of completeness thereof, or any other information, or the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreementthereof, provided by Acquiror or its Subsidiaries. Except as otherwise expressly set forth in this Agreement, Acquiror the Company understands and agrees that any assets, properties and business of the Company Acquiror and its Subsidiaries are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Acquiror SPAC and Merger Sub, and any of their respective directors, managers, officers, employees, its equityholders, partners, members or representativesand Representatives, acknowledge including Sponsor and agree that Acquiror any of its Affiliates, has made its own investigation of the Company and its Subsidiaries. The SPAC acknowledges and agrees that neither the Company nor any of its Affiliates, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions predictions, forecasts or other forward looking information that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representativesRepresentatives) or reviewed by Acquiror SPAC pursuant to the Confidentiality AgreementNDA or otherwise) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents or representatives Representatives or Investors are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries or Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this AgreementIII. Except as otherwise expressly set forth in this Agreement, Acquiror SPAC understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of Acquiror Lakestar and Merger Sub, Seller and any of their respective directors, managers, officers, employees, equityholdersstockholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation none of the Company and that neither the Company nor Purchaser or any of its respective Affiliates, agents or representatives is making any representation or warranty in connection with the transactions contemplated by this Agreement whatsoever, express or implied, including with respect to any inventory, equipment, assets, properties and business of the Purchaser and its Subsidiaries, beyond those expressly given by the Company in Article IVV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Purchaser or any of its Subsidiaries. , and Purchaser is not making any representation or warranty beyond those expressly given in Article V. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to provided outside of this Agreement and Schedules in connection with the Company Disclosure Letter or elsewheretransactions contemplated by this Agreement, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementSeller) or management presentations that have been or shall may hereafter be provided prior to Acquiror the Closing Date, in each case, in connection with the transactions contemplated hereby, to Seller or Lakestar or any of its Affiliates, their respective agents or representatives are not and will not be deemed to be representations or warranties of Purchaser with respect to this Agreement and the Companytransactions contemplated hereby, and no representation or warranty is made in connection with the transactions contemplated by this Agreement as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of Acquiror and Merger SubHorizon, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror Horizon has made its own investigation of the Company VS Entities and that neither the Company VS Entities nor any of its their Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company VS Entities in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company VS Entities or its their Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company VS Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror Horizon or its representatives) or reviewed by Acquiror Horizon pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Horizon or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyVS Entities, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV III of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror Horizon understands and agrees that any assets, properties and business of the Company VS Entities and its their Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of Acquiror SPAC and Merger Sub, its Affiliates and any of their respective directors, managers, officers, employees, equityholdersstockholders, partners, members or representatives, acknowledge and agree that Acquiror SPAC has made its own investigation of the Company and that neither the Company nor any of its Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives representatives, is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementSPAC) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV III of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror SPAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries Group Companies are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII or any certificate delivered in accordance with Section 8.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything to the contrary contained in this Article V or any other provision hereofAgreement, each of Acquiror Buyer acknowledges and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and agrees that neither the Company Seller nor any of its Affiliates, agents respective Affiliates or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVII and Article III, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesCompany. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in regarding the Company Disclosure Letter or elsewhereCompany, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant made available to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Buyer or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be be, except as expressly provided in Article II and Article III deemed to be representations or warranties of the CompanySeller or any of its Affiliates, and no Buyer acknowledges that Buyer, together with its Affiliates and Representatives, has made its own investigation of the Company and, except as provided in Article II and Article III, is not relying on any implied warranties or upon any representation or warranty is made whatsoever as to the accuracy prospects (financial or completeness otherwise) or the viability or likelihood of success of the business of the Company as conducted after the Closing, as contained in any materials provided or made available by Seller or any of the foregoing except as may be expressly set forth in Article IV of this Agreementits directors, officers, employees, shareholders, partners, members or Representatives or otherwise. Except as otherwise expressly set forth in this Agreement, Acquiror Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVII and Article III, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their its respective directors, managers, officers, employees, equityholdersstockholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by in Article III, and the Company Sellers are not making any representation or warranty beyond those expressly given in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any inventory, equipment, assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and ”, subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoeverIII.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror Buyer acknowledges and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and agrees that neither the Company nor Seller or any of its Affiliates, or any of their respective agents or representatives representatives, has made, or is making making, any representation or warranty whatsoever, express or impliedimplied (and Buyer has not relied on any representation, warranty or statement of any kind), beyond those expressly given by the Company in Article Articles III and IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesTarget Companies. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in this Agreement, the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror Buyer or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanySeller, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror Buyer understands and agrees that any assetsinventory, properties equipment, vehicle, asset, property and business of the Company and its Subsidiaries Target Companies are furnished “as is”, “where is” and and, subject only to and except as otherwise provided in the representations and warranties contained in Article Articles III and IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V 5 or any other provision hereof, each of Acquiror Parent and Merger Sub, Sub acknowledges and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and agrees that neither the Company nor any of its Affiliates, agents nor any of its or representatives their respective Representatives, has made, or is making making, any representation or warranty whatsoever, express or impliedimplied (and neither Parent nor Merger Sub has relied on any representation, warranty or statement of any kind by the Company or any of its Affiliates or any of their respective Representatives), beyond those expressly given by the Company in Article IV4, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror Parent or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Parent or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror each of Parent and Merger Sub understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and and, subject only to and except as otherwise provided in the representations and warranties contained in Article IV4, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective its directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality AgreementAcquiror) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror Acquiror, LLC Sub and Merger Sub, and any of their respective directors, managers, officers, employees, equityholdersstockholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any inventory, equipment, Vessels, assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIV or any certificate delivered in accordance with Section 9.2(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, Sub acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IVthis Agreement, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter Schedules hereto or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V VI or any other provision hereof, each of Acquiror Purchaser Party and Merger Sub, its other Affiliates and any of its and their respective directors, managers, officers, employees, equityholdersstockholders, partners, members or representatives, acknowledge acknowledges and agree agrees that Acquiror has the Purchaser Parties have made its their own investigation of the Company Group and that neither they are relying only on that investigation and the specific representations and warranties set forth in this Agreement, and not on any other representation or statement made by the Company Group nor any of its AffiliatesAffiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives representatives, and that none of such persons is making or has made any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company in Article IVV, including without limitation any other implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesGroup. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter schedules hereto or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror any Purchaser Party or its representatives) representatives or reviewed by Acquiror pursuant to the Confidentiality Agreementany Purchaser Party) or management presentations that have been or shall hereafter be provided to Acquiror any Purchaser Party or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Companyany Company Group Member, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV VI of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands the Purchaser Parties understand and agrees agree that any assets, properties and business of the Company and its Subsidiaries Group are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained of the Company Group expressly set forth in Article IVV (as modified by the Parent Disclosure Schedules) or any certificate delivered in accordance with Section 10.2(e), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesSubsidiary. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries Subsidiary are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V III or any other provision hereofof this Agreement, each of Acquiror and Merger SubBT Entity, and any of their its respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror such BT Entity has made its own investigation of the Company PubCo and that neither the Company PubCo nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company PubCo in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company PubCo or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror any BT Entity or any of its their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyPubCo, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror each BT Entity understands and agrees that any assets, properties and business of the Company PubCo and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V 4 or any other provision hereof, each of Acquiror and Merger Subthe Company Group Members, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror the Company Group Members has made its own investigation of the Company Parent and that neither the Company Parent nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Parent in Article IV5 or in any Ancillary Agreement, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Parent or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company Group Members or any of its their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyParent, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV 5 of this Agreement or in any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement or in any Ancillary Agreement, Acquiror each of the Company Group Members understands and agrees that any assets, properties and business of the Company and its Subsidiaries Parent Entities are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV5 or in any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever.