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 Buyer, Merger Sub and any of their respective directors, officers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives), 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 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 Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub or any of their respective 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 this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer 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, subject only to 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 Buyerthe Group Companies and Dutch Entities, Merger Sub and any each of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives acknowledge and agree representatives, acknowledges and agrees that Buyer and Merger Sub have the Company has made their its own investigation of the Company and the Company’s Subsidiaries HCM and that neither the Company, nor any of its Affiliates, HCM nor any of their respective Affiliates, agents or representatives, has made, or representatives is making, and the Company is not relying upon, any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given by 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 any of 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 Schedules 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 the Company or its representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub the Company or any of their respective 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 this Agreement. Article V. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub the Company understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries HCM are furnished “as is”, “where is” and, and subject only 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 Buyer, Merger Sub Buyer and any of their respective its directors, officers, employees, stockholders, partners, members or representatives representatives, acknowledge and agree that Buyer and Merger Sub have has made their its own investigation of the Company and the Company’s Subsidiaries and that neither the Company, Seller nor any of its Affiliates, nor any of their respective agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given in (i) Article III and Article IV, (ii) any certificate delivered pursuant to Section 9.2(d) and (iii) any other Transaction Document, 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 Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives Buyer pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Buyer or any of their respective 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 this Agreement. Except as otherwise expressly set forth in (i) this Agreement, each of (ii) any certificate delivered pursuant to Section 9.2(d) and (iii) any other Transaction Document, Buyer 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 the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding the foregoing, nothing herein shall limit Buyer’s recourse in respect of claims for fraud.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Buyer, Merger Sub and any of their respective directors, officers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company acknowledges and the Company’s Subsidiaries and agrees that neither the Company, Company nor any of its Affiliates, nor any of its or their respective agents or representativesRepresentatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representation, warranty or other statement of any kind by the Company or any of its Affiliates Affiliates, or any of its agents or representativestheir respective Representatives), beyond those expressly given in Article IVIV (as modified by the Schedules), 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 Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub Buyer or any of their respective its Affiliates, agents or representatives Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Buyer or any of their respective 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 this AgreementAgreement (as modified by the Schedules). Except as otherwise expressly set forth in this Agreement, each of Buyer 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, subject only to the representations and warranties contained in Article IVIV (as modified by the Schedules), 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 BuyerAcquiror, Merger Sub Sub, Intermediate Holdings and New HoldCo, and any of their respective directors, officers, employees, stockholders, partners, members or representatives representatives, acknowledge and agree that Buyer and Merger Sub have Acquiror has made their its own investigation of the Company and the Company’s Subsidiaries and that neither the Company, Company nor any of its Affiliates, nor any of their respective agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given by the Company in Article IVIV or by the NESCO Owner 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 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 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 Buyer, Merger Sub or any of their respective Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Acquiror or any of their respective its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyCompany or the NESCO 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 or Article V of this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub 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, and subject only to and except as otherwise provided in the representations and warranties contained in Article IVIV or any certificate delivered in accordance with Section 10.02(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 or any other provision hereof, each of Buyer, Buyer and Merger Sub acknowledge and agree that neither the Company nor any of its Affiliates, nor any of its or their respective managers, directors, officers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Companymembers, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or is making, any representation or warranty whatsoever, oral or written, express or implied (and neither Buyer nor Merger Sub has relied on any representation, warranty or other statement of any kind by the Company or any of its Affiliates Affiliates, or any of its or their respective managers, directors, officers, employees, stockholders, partners, members, agents or representatives), beyond those expressly given in Article IVthis Agreement and in the Schedules, 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 Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub Buyer or any of their respective its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations or due diligence discussions that have been or shall hereafter be provided to Buyer, Merger Sub or engaged in with Buyer or any of their respective 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 this AgreementAgreement and in the Schedules; provided, however, that nothing in this Section 5.10 or elsewhere in this Agreement or in the Schedules will limit any remedy Buyer may have for Fraud. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub understands and agrees that that, should the Closing occur, any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries are furnished “as is”, ,” “where is” and, subject only to 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 the delivery or disclosure (except in this Article V VI and the Acquiror Disclosure Letter) to the Company or any other provision hereof, each of Buyer, Merger Sub and any of their respective representatives of any documentation or other information (including any financial projections or other supplemental details), the Company and its directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives representatives, acknowledge and agree that Buyer and Merger Sub have the Company has made their its own investigation of the Company and the Company’s Subsidiaries Acquiror and that neither the Company, none of Acquiror nor any of its Affiliates, nor any of their respective agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given by Acquiror in Article IVVI, 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 Acquiror, the Company prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror as conducted after the Acquisition Closing, as contained in any materials provided by Acquiror 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 Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub Affiliates or any of their respective Affiliatesdirectors, agents officers, employees, shareholders, partners, members or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyerotherwise, Merger Sub or and no statement contained in any of their respective Affiliates, agents such materials made or representatives are not made in any such presentation of the business and will not affairs of Acquiror shall be deemed a representation or warranty hereunder or otherwise or deemed to be representations relied upon by any Company Party in executing, delivery or warranties of performing this Agreement or 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 this AgreementTransactions. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub the Company understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries Acquiror are furnished “as is”, ,” “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article IVVI, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained the delivery or disclosure (except in this Article IV and Article V or any other provision hereof, each of Buyer, Merger Sub and the Company Disclosure Letter) to Acquiror or any of their its respective representatives of any documentation or other information (including any financial projections or other supplemental details), Acquiror and its directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives representatives, acknowledge and agree that Buyer and Merger Sub have Acquiror has made their its own investigation of the Company and the Company’s Subsidiaries and that neither the Company, Company nor any of its Affiliates, nor any of their respective agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given by the Company in Article IVIV and 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 Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company as conducted after the Acquisition Closing, as contained in any materials provided by 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 Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub Affiliates or any of their respective Affiliatesdirectors, agents officers, employees, shareholders, partners, members or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyerotherwise, Merger Sub or and no statement contained in any of their respective Affiliates, agents such materials made or representatives are not made in any such presentation of the business and will not affairs of the Company shall be deemed a representation or warranty hereunder or otherwise or deemed to be representations relied upon by Acquiror in executing, delivery or warranties of performing this Agreement or 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 this AgreementTransactions. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub 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, and subject only 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 ARTICLE III or any other provision hereof, each of Buyer, Merger Sub the Company and any of their respective directors, officers, employees, stockholders, partners, members or representatives its Representatives acknowledge and agree that Buyer the Company has made its own investigation of Parent and Merger Sub have made their own investigation and that none of Parent, Merger Sub or any other Person is making, nor is the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or is makingrelying on, any representation or warranty whatsoever, express or implied (and neither Buyer nor implied, relating to Parent, Merger Sub has relied on any representation, warranty or statement of any kind by the Company or any of its their Affiliates or any of its agents their respective businesses, operations, assets, liabilities, conditions (financial or representatives)otherwise) or prospects, beyond except for those representations and warranties made by Parent and Merger Sub that are expressly given set forth in Article IV, including any implied warranty ARTICLE IV or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of in the assets of the Company or any of its SubsidiariesParent Closing Certificate. Without limiting the generality of the foregoing, it is understood the Company understands and agrees that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to Parent or other predictions Merger Sub, any of their Affiliates or any of their respective businesses that may be contained or referred to in the Schedules Parent Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” made available to the Company or its Representatives (whether or not actually accessed by the Company or its Representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyerthe Company or any of its Affiliates, Merger Sub or any of their respective AffiliatesRepresentatives, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyParent or Merger Sub, and no representation or warranty is made as to to, and neither the Company nor any of its Representatives have relied on, the accuracy or completeness of any of the foregoing except as may be expressly set forth in this Agreementforegoing. Except as otherwise expressly provided in the representations and warranties made by Parexx xxx Merger Sub that are expressly set forth in this AgreementARTICLE IV, each of Buyer and Merger Sub the Company understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company Parent and its Subsidiaries Merger Sub are furnished “as is”, “where is” and, and subject only to 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 or any other provision hereofof this Agreement, each of Buyer, Buyer and Merger Sub acknowledges and agrees that neither the Company nor any of its Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Companymembers, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives), 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 any of its Subsidiaries), and neither Buyer 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 directors, officers, employees, stockholders, partners, members, agents or representatives, beyond those expressly given in this Agreement and the certificates and other agreements contemplated hereby and thereby. 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 Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub Buyer or any of their respective its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Buyer or any of their respective 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 this AgreementAgreement and the certificates and other agreements contemplated hereby and thereby. Except as otherwise expressly set forth in this Agreement, each Each of Buyer 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, subject only to the representations and warranties contained in Article IVthis Agreement and the certificates and other agreements contemplated hereby and thereby, 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 Buyer, Merger Sub DFHT and its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members or representatives representatives, acknowledge and agree that Buyer and Merger Sub have DFHT has made their its own investigation of the Company and the Company’s Subsidiaries Companies and that neither the CompanyCompanies, nor any of its Affiliatesthe Sellers, nor any of their respective Affiliates or any of their respective directors, officers, managers, employees, equityholders, partners, members, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given by the Sellers in Article III and the 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 Companies or any of 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 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 DFHT or its representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives DFHT pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub or DFHT and its Affiliates and any of its and their respective Affiliatesdirectors, agents officers, employees, stockholders, partners, members or representatives are not and will not be deemed to be representations or warranties of the CompanyCompanies or the Sellers, 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 III or Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer 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, subject only to 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 Buyer, Merger Sub the Company and any of their respective directors, officers, employees, stockholders, partners, members or representatives its Representatives acknowledge and agree that Buyer and Merger Sub have the Company has made their its own investigation of the Company and the Company’s Subsidiaries Purchaser and that neither the Company, Purchaser nor any of its Affiliates, nor any of their respective agents or representatives, has made, or other Person is making, making any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representationimplied, warranty or statement of any kind by the Company relating to Purchaser or any of its Affiliates or any of its agents respective businesses, operations, assets, liabilities, conditions (financial or representatives)otherwise) or prospects, beyond except for those representations and warranties made by Purchaser that are expressly given set forth in Article IV, including or in the Purchaser Closing Certificate. Without limiting the foregoing, the Company understands and agree that any implied warranty financial projections, predictions, forecasts, estimates, budgets or representation as prospective information relating to conditionPurchaser, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company its Affiliates 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 respective business that may be contained or referred to in the Schedules Purchaser 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 the Company or its Representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyerthe Company or any of its Affiliates, Merger Sub or any of their respective AffiliatesRepresentatives, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyPurchaser, 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 this Agreementforegoing. Except as otherwise expressly provided in the representations and warranties made by Purchaser that are expressly set forth in this AgreementArticle V, each of Buyer and Merger Sub the Company understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries Purchaser are furnished “as is”, “where is” and, and subject only to 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 or any other provision hereof, each of Buyer, Merger Sub Acquiror and its Affiliates and any of their respective directors, officers, employees, stockholders, partners, members or representatives representatives, acknowledge and agree that Buyer and Merger Sub have Acquiror has made their its own investigation of the Company and the Company’s Subsidiaries and that neither the Company, Company nor any of its AffiliatesAffiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given by the Company in Article III or by Newco 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 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 Buyer, Merger Sub or any of their respective Affiliates, agents or representatives pursuant to the Confidentiality AgreementAcquiror) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Acquiror or any of their respective its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyCompany or Newco, 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 III or Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub 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, and subject only to and except as otherwise provided in the representations and warranties contained in Article IVIII or Article IV 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 III or any other provision hereof, each of Buyer, Merger Sub the Company and any of their respective directors, officers, employees, stockholders, partners, members or representatives its Representatives acknowledge and agree that Buyer the Company has made its own investigation of Parent and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Companynone of Parent, nor Merger Sub or any of its Affiliates, nor any of their respective agents or representatives, has made, or other Person is making, making any representation or warranty whatsoever, express or implied (and neither Buyer nor implied, relating to Parent, Merger Sub has relied on any representation, warranty or statement of any kind by the Company or any of its their Affiliates or any of its agents their respective businesses, operations, assets, liabilities, conditions (financial or representatives)otherwise) or prospects, beyond except for those representations and warranties made by Parent and Merger Sub that are expressly given set forth in Article IV, including any implied warranty IV or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of in the assets of the Company or any of its SubsidiariesParent Closing Certificate. Without limiting the generality of the foregoing, it is understood the Company understands and agree that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to Parent or other predictions Merger Sub, any of their Affiliates or any of their respective businesses that may be contained or referred to in the Schedules Parent 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 the Company or its Representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyerthe Company or any of its Affiliates, Merger Sub or any of their respective AffiliatesRepresentatives, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyParent or Merger Sub, 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 this Agreementforegoing. Except as otherwise expressly provided in the representations and warranties made by Parent and Merger Sub that are expressly set forth in this AgreementArticle IV, each of Buyer and Merger Sub the Company understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company Parent and its Subsidiaries Merger Sub are furnished “as is”, “where is” and, and subject only to 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 or any other provision hereof, each of Buyer, Holicity and Merger Sub and its other Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members or Representatives, acknowledge and agree that Holicity and Merger Sub have made their own investigation of the Company and that 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 Affiliates or any of their respective directors, officers, employees, stockholders, partners, members members, agents or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries Representatives, and that neither the Company, nor any none of its Affiliates, nor any of their respective agents such persons is making or representatives, has made, or is making, made any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representationimplied, warranty or statement of any kind other than those expressly given by the Company or any of its Affiliates or any of its agents or representatives), beyond those expressly given in Article IV, 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 any of 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 Holicity and Merger Sub 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 Holicity or its representatives) or reviewed by Buyer, Holicity and Merger Sub or any of their respective Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Holicity or any of their respective 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 Buyer and Merger Sub Holicity 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 of the Company expressly set forth in Article IVIV or any certificate delivered in accordance with Section 9.02(d), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V Section 5.11 or any other provision hereof, each Acquiror and its Affiliates and any of Buyerits and their respective directors, Merger Sub officers, employees, stockholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and the Company Subsidiaries, and that neither the Company nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members members, agents or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)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 Acquiror Disclosure 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 Buyer, Merger Sub or any of their respective Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Acquiror or any of their respective 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. Acquiror further acknowledges and agrees that (x) the only representations and warranties made by the Company are the representations and warranties expressly set forth in Article IV (as modified by the Acquiror Disclosure Schedules) and Acquiror has not relied upon any other express or implied representations, warranties or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or on behalf of the Company or any of their respective Affiliates or Representatives or any other Person, including any projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through the Company’s Representatives, or management presentations, data rooms (electronic or otherwise) or other due diligence information, and that Acquiror will not have any right or remedy arising out of any such representation, warranty or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information, and (y) any claims Acquiror may have for breach of any representation or warranty shall be based solely on the representations and warranties of the Company expressly set forth in Article IV (as modified by the Acquiror Disclosure Schedules). Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its the Company 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 IVIV or any certificate delivered in accordance with Section 9.03(a)(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 Acquiror and its Affiliates and any of Buyerits and their respective directors, Merger Sub officers, employees, stockholders, 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 or any of their respective directors, officers, employees, stockholders, partners, members members, agents or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or is making, making any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representationimplied, warranty or statement of any kind beyond those given by the Company or any of its Affiliates or any of its agents or representatives), beyond those expressly given in Article IV, any certificate delivered in accordance with Section 9.02(b) and the other Transaction Documents to which any such Person is a party, 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, except to the extent covered by Section 4.20, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the 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 Buyer, Merger Sub or any of their respective Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Acquiror or any of their respective 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(c). Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub Acquiror understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries Group 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 IVIV or any other 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 or any other provision hereof, each Acquiror and its Affiliates and any of Buyerits and their respective directors, Merger Sub officers, employees, stockholders, 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 or any of their respective directors, officers, employees, stockholders, partners, members members, agents or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)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 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 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 Buyer, Merger Sub or any of their respective Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Acquiror or any of their respective 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, each of Buyer and Merger Sub 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, and subject only 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 hereof, each of Buyer, Merger Acquiror and Amalgamation Sub and its other Affiliates and any of its and their respective directors, officers, employees, shareholders, stockholders, partners, members or Representatives, acknowledge and agree that Acquiror and Amalgamation Sub have made their own investigation of the Company and that 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 Affiliates or any of their respective directors, officers, employees, shareholders, stockholders, partners, members members, agents or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries Representatives, and that neither the Company, nor any none of its Affiliates, nor any of their respective agents such persons is making or representatives, has made, or is making, made any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representationimplied, warranty or statement of any kind other than those expressly given by the Company or any of its Affiliates or any of its agents or representatives), beyond those expressly given in Article IV, 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 any of 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 Acquiror and Amalgamation Sub 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 Buyer, Merger Acquiror and Amalgamation Sub or any of their respective Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Acquiror or any of their respective 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 Buyer and Merger Sub 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, and subject only 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 9.02(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 or any other provision hereof, each of Buyer, Buyer and Merger Sub and any of their respective directors, officers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of neither the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of their respective Affiliates, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given in Article IVIII, Article IV and the Acknowledgement Letters, 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 regarding the Schedules or elsewhereCompany, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub made available to Buyer or any of their respective Affiliatesits Affiliates or advisors and not the subject of a representation or warranty expressly given in Article III, agents Article IV or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to BuyerAcknowledgement Letters, Merger Sub or any of their respective 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 Buyer and Merger Sub acknowledge that Buyer, together with its Affiliates and advisors, will rely on its own investigation of the foregoing except Company and its Subsidiaries as may be well as the representations and warranties expressly given in Article III, Article IV and the Acknowledgement Letters and the indemnification provisions expressly set forth in this AgreementArticle IX, and is not relying on any implied warranties or upon any representation or warranty whatsoever as to the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided or made available by the Company or any of its Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise. Except as otherwise expressly set forth in this Agreement, each of Buyer 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 the representations and warranties contained in Article IVIII, with all faults and without any other representation or warranty of any nature whatsoever. In no event will the Company or any Company Indemnified Party have any separate liability for fraud (other than in any case of Specified Fraud) in connection with this Agreement or the Transaction.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Buyer, Acquiror and Merger Sub and its other Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members or Representatives, acknowledge and agree that Acquiror and Mxxxxx Sub have made their own investigation of the Company and that 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 Affiliates or any of their respective directors, officers, employees, stockholders, partners, members members, agents or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries Representatives, and that neither the Company, nor any none of its Affiliates, nor any of their respective agents such persons is making or representatives, has made, or is making, made any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representationimplied, warranty or statement of any kind other than those expressly given by the Company or any of its Affiliates or any of its agents or representatives), beyond those expressly given in Article IV, 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 any of 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 Acquiror and Merger Sub 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 Buyer, Acquiror and Merger Sub or any of their respective Affiliates, agents or representatives pursuant to the Confidentiality Nondisclosure Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Acquiror or any of their respective 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 Buyer and Merger Sub 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, and subject only 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 9.02(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 ARTICLE IV or any other provision hereof, each of BuyerSPAC, Merger Sub Lower Holdings, Holdings and their respective Affiliates and any of their respective directors, officers, employees, stockholders, partners, members or representatives representatives, acknowledge and agree that Buyer and Merger Sub have SPAC has made their its own investigation of the Company and the Company’s Subsidiaries and that neither the Company, Company nor any of its Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given by the Company in Article IVARTICLE 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 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 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 SPAC or its representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives pursuant to the Confidentiality AgreementSPAC) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub SPAC or any of their respective 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 III of this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub SPAC understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries Group 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 IVARTICLE III 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 contained in this Article V or any other provision hereof, each Acquiror and its Affiliates and any of Buyerits and their respective directors, officers, employees, stockholders, partners, members or Representatives, acknowledge and agree that Acquiror and Merger Sub have made their own investigation of the Company and that neither the Company nor any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Companymembers, nor any of its Affiliates, nor any of their respective agents or representativesRepresentatives, is making or has made, or is making, made any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representationimplied, warranty or statement of any kind other than those expressly given by the Company or any of its Affiliates or any of its agents or representatives), 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 any of 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 Acquiror and Merger Sub 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 Buyer, Merger Sub or any of their respective Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Acquiror or any of their respective 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 this AgreementArticle IV. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub 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, and subject only 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 V VI or any other provision hereof, each of BuyerAcquiror and Merger Sub, Merger Sub and any of their respective directors, officers, managers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives), 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 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 predications that may be contained or referred to in the Schedules Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained material made available in any “data room” (whether or not accessed by Acquiror) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Acquiror or any of their respective Affiliates, agents its Affiliates or representatives other 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 V of this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub 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, and subject only 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. Neither Acquiror nor Merger Sub is relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any of its Representatives, except as expressly set forth in Article VI (as modified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement. Notwithstanding the foregoing, nothing in this Section 6.18 shall limit Acquiror’s remedies with respect to claims of fraud, with respect to the representations or warranties set forth in this Article VI.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Buyer, Acquiror and Merger Sub and its other Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members or Representatives, acknowledge and agree that Acquiror and Mxxxxx Sub have made their own investigation of the Company and that 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 Affiliates or any of their respective directors, officers, employees, stockholders, partners, members members, agents or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries Representatives, and that neither the Company, nor any none of its Affiliates, nor any of their respective agents such persons is making or representatives, has made, or is making, made any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representationimplied, warranty or statement of any kind other than those expressly given by the Company or any of its Affiliates or any of its agents or representatives), beyond those expressly given in Article IV, 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 any of 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 Acquiror and Merger Sub 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 Buyer, Acquiror and Merger Sub or any of their respective Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Acquiror or any of their respective 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 Buyer and Merger Sub 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, and subject only 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 9.02(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 ARTICLE IV or any other provision hereof, each of Buyerthe SPAC, Merger Sub and any of their respective its directors, managers, officers, employees, stockholdersequity holders, partners, members or representatives acknowledge representatives, acknowledges and agree agrees that Buyer and Merger Sub have it has made their its own investigation of the Company and the Company’s Subsidiaries Group and that neither the Company, Company nor any other member of its Affiliates, the Company Group nor any of their of respective Affiliates, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given by the Company and the Holdco in Article IVARTICLE III 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 any of 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 Schedules disclosure schedules delivered by the Company 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 SPAC or its representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives 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 Buyer, Merger Sub SPAC or any of their respective 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 this AgreementArticle V or in the Additional Agreements. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub SPAC understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries Group are furnished “as is”, “where is” and, and subject only to and except as otherwise provided in the representations and warranties contained in Article IVARTICLE 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 BuyerCBAH, First Merger Sub and Second Merger Sub on behalf of themselves (and on behalf of their Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members or Representatives) acknowledge and agree that CBAH, First Merger Sub and Second Merger Sub have made their own investigation of the Company and that 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 Affiliates or any of their respective directors, officers, employees, stockholders, partners, members members, agents or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries Representatives, and that neither the Company, nor any none of its Affiliates, nor any of their respective agents such Persons is making or representatives, has made, or is making, made any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representationimplied, warranty or statement of any kind other than those expressly given by the Company or any of its Affiliates or any of its agents or representatives), beyond those expressly given in Article IV, 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 any of 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 CBAH 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 CBAH or its representatives) or reviewed by BuyerCBAH, First Merger Sub or any of their respective Affiliates, agents or representatives and Second Merger Sub pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub CBAH or any of their respective 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 of this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub CBAH 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 of the Company expressly set forth in Article IVIV or any certificate delivered in accordance with Section 9.03(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 or any other provision hereofAgreement, each of Buyer, Merger Sub and any of their respective directors, officers, employees, stockholdersits equityholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have Representatives has made their its own investigation of the Company and the Company’s , its Subsidiaries and that neither the Company, Company nor any of its Affiliates, nor any of their respective agents or representatives, has made, or Representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)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 Schedules 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 reviewed not accessed by Buyer, such Merger Sub or any of their respective Affiliates, agents or representatives pursuant to the Confidentiality Agreementits Representatives) or management presentations that have been or shall hereafter be provided to Buyer, such Merger Sub or any of their respective 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 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 this AgreementArticle III. Except as otherwise expressly set forth in this Agreement, each of Buyer and such Merger Sub understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and any of 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 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 of Buyer, Merger Sub and any of their respective directors, officers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have SPAC Acquisition Entities has made their its own investigation of the Company Group Companies and the Company’s Subsidiaries Company Acquisition Entities and that neither the Company, Company Acquisition Entities nor any of its Affiliates, nor any of their respective agents or representatives, has made, or Representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given by the Company in Article IVIII and by the Company 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 any of 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 Schedules 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 SPAC or its Representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives SPAC pursuant to the Confidentiality AgreementAgreement or otherwise) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub SPAC or any of their respective its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the CompanyGroup Companies, Company Acquisition Entities or the Company Equityholders, 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 this Agreement. Article III and Article V. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub SPAC Acquisition Entities understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries Group 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 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 IV or any other provision hereof, each of BuyerParent, Merger Sub and any of their respective directors, officers, employees, stockholders, partners, members or representatives Representatives acknowledge and agree that Buyer and Merger Sub have Parent has made their its own investigation of the Company and that none of the Company’s Subsidiaries and that neither the Company, nor Company or any of its Affiliates, nor any of their respective agents or representatives, has made, or other Person is making, making any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representationimplied, warranty or statement of any kind by the relating to Company or any of its Affiliates or any of its agents their respective businesses, operations, assets, liabilities, conditions (financial or representatives)otherwise) or prospects, beyond except for those representations and warranties made by the Company that are expressly given 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 any of 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 Schedules 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 Parent or its Representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives Parent pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to BuyerParent or any of its Affiliates, Merger Sub or any of their respective 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 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, each of Buyer Parent and Merger Sub understands understand and agrees agree 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 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 Section 3.24 or any other provision hereof, each of Buyer, Merger Sub Purchaser and any of their its respective directors, officers, employees, stockholders, partners, members or representatives Representatives acknowledge and agree that Buyer and Merger Sub have Purchaser has made their its own investigation of the Company and that none of the Company’s Subsidiaries and that neither the Company, nor Company or any of its Affiliates, nor any of their respective agents or representatives, has made, or other Person is making, making any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representationimplied, warranty or statement of any kind by the relating to Company or any of its Affiliates or any of its agents their respective businesses, operations, assets, liabilities, conditions (financial or representatives)otherwise) or prospects, beyond except for those representations and warranties made by the Company that are expressly given 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 any of its SubsidiariesClosing Certificate. Without limiting the generality of the foregoing, it is understood Purchaser understands and agrees 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 Schedules 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 Purchaser or its representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives Purchaser pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to BuyerPurchaser or any of its Affiliates, Merger Sub or any of their respective 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 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, each of Buyer and Merger Sub Purchaser 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 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 or any other provision hereof, each of Buyer, Buyer and Merger Sub and any of their respective directors, officers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of neither the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of its or their respective agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representation, warranty or other statement of any kind by the Company or any of its Affiliates Affiliates, or any of its or their respective agents or representatives), 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 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 Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub Buyer or any of their respective its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Buyer or any of their respective 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 this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer 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, subject only to 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 Section 3 or any other provision hereof, each of BuyerParent and Merger Sub, Merger Sub and any of their respective directorsstockholders or Representatives, officers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have Parent has made their its own investigation of the Company and the Company’s Subsidiaries and that neither the Company, Company nor any of its Affiliates, nor any of their respective agents Affiliates or representatives, has made, or Representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given in Article IVSection 2, 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, except for the representations and warranties set forth in Section 2, 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 or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives Parent pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Parent or any of their respective Affiliates, agents its 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 this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub Parent 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 only ”. Notwithstanding the foregoing or anything to the contrary herein, (a) nothing in this Section 3.7 shall in any way limit the representations or warranties set forth in Section 2, and warranties contained in Article IV(b) the provisions of this Section 3.7 shall not, with all faults and without shall not be deemed or construed to, waive or release any other representation or warranty of any nature whatsoeverclaims based on Contractual Fraud.

No Outside Reliance. Such Buyer Party acknowledges that it has had the opportunity to conduct its due diligence investigation with respect to the Contemplated Transactions to the extent of the documents and information provided by or on behalf of the Sellers. Notwithstanding anything contained in this Article V or any other provision hereofof this Agreement to the contrary, each of Buyer, Merger Sub such Buyer Party acknowledges and any of their respective directors, officers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and agrees that neither the Company, nor any of its Affiliates, Sellers nor any of their respective agents Affiliates or representatives, Representatives has made, made or is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, 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 this Agreement or any of its SubsidiariesOther Agreement. 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 any materials contained or posted in the Schedules or elsewhereData Site, as well as any informationthe CIM, documents management presentations or other diligence information and materials (including any that have been provided to such materials contained in any “data room” or reviewed by Buyer, Merger Sub Buyer Party or any of their respective Affiliatesits Affiliates or Representatives, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub or any of their respective Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, Sellers 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 this Agreement or any Other Agreement. Except as otherwise Without limiting the generality of the foregoing, such Buyer Party acknowledges and confirms that regarding the Acquired Group and the Contemplated Transactions it is relying solely on the representations and warranties expressly set forth in this AgreementArticle III and Article IV and in the Compliance Certificates delivered by any Company or any Seller pursuant hereto and that, each of except for such representations and warranties, such Buyer Party has not relied on and Merger Sub understands and agrees that is not relying on any inventory, equipment, vehicles, assets, properties and business representations or warranties of the Sellers or any Company and its Subsidiaries are furnished “as is”, “where is” and, subject only to regarding any Company or the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoeverContemplated Transactions.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, each of Buyer, Merger Sub SPAC and any of their respective directors, officers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have Sponsor has made their its own investigation of the Company Group Companies and the Company’s Subsidiaries Company Acquisition Entities and that neither the Company, Company Acquisition Entities nor any of its Affiliates, nor any of their respective agents or representatives, has made, or Representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given by the Company in Article IVIII and by the Company 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 any of 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 Schedules 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 SPAC or its Representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives SPAC pursuant to the Confidentiality AgreementAgreement or otherwise) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub SPAC or any of their respective its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the CompanyGroup Companies, Company Acquisition Entities or the Company Equityholders, 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 this Agreement. Article III and Article V. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub SPAC understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries Group 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 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 ARTICLE III or any other provision hereof, each of Buyer, Merger Sub the Company and any of their respective directors, officers, employees, stockholders, partners, members or representatives its Representatives acknowledge and agree that Buyer the Company has made its own investigation of Parent and Merger Sub have made their own investigation and that none of Parent, Merger Sub or any other Person is making, nor is the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or is makingrelying on, any representation or warranty whatsoever, express or implied (and neither Buyer nor implied, relating to Parent, Merger Sub has relied on any representation, warranty or statement of any kind by the Company or any of its their Affiliates or any of its agents their respective businesses, operations, assets, liabilities, conditions (financial or representatives)otherwise) or prospects, beyond except for those representations and warranties made by Parent and Merger Sub that are expressly given set forth in Article IV, including any implied warranty ARTICLE IV or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of in the assets of the Company or any of its SubsidiariesParent Closing Certificate. Without limiting the generality of the foregoing, it is understood the Company understands and agrees that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to Parent or other predictions Merger Sub, any of their Affiliates or any of their respective businesses that may be contained or referred to in the Schedules Parent 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 the Company or its Representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyerthe Company or any of its Affiliates, Merger Sub or any of their respective AffiliatesRepresentatives, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyParent or Merger Sub, and no representation or warranty is made as to to, and neither the Company nor any of its Representatives have relied on, the accuracy or completeness of any of the foregoing except as may be expressly set forth in this Agreementforegoing. Except as otherwise expressly provided in the representations and warranties made by Parent and Merger Sub that are expressly set forth in this AgreementARTICLE IV, each of Buyer and Merger Sub the Company understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company Parent and its Subsidiaries Merger Sub are furnished “as is”, “where is” and, and subject only to 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 hereof, each of Buyerthe Grosvenor Companies, Merger Sub and any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives representatives, acknowledge and agree that Buyer and Merger Sub have the Grosvenor Companies has made their its own investigation of the Company Acquiror and the Company’s Subsidiaries IntermediateCo and that neither the Company, nor any of its Affiliates, Acquiror and IntermediateCo nor any of their respective Affiliates, agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given by Acquiror and IntermediateCo 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 and IntermediateCo or any of 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 Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub the Grosvenor Companies or any of their respective Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyAcquiror, IntermediateCo or Sponsor, 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 Buyer and Merger Sub the Grosvenor Companies understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company Acquiror and its IntermediateCo and their 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. Except for the representations and warranties in this Article 4, neither Parent, Merger Subsidiary nor any Person on behalf of Parent or Merger Subsidiary makes or has made any express or implied representation or warranty with respect to Parent or any its Subsidiaries or their respective businesses, operations, properties, assets, liabilities or condition (financial or otherwise). Notwithstanding anything contained in this Article V 4 or any other provision hereof, each of Buyer, Parent and Merger Sub and any of their respective directors, officers, employees, stockholders, partners, members or representatives Subsidiary acknowledge and agree that Buyer and Merger Sub have made their own investigation of neither the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of its or their respective agents or representativesRepresentatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither Buyer Parent nor Merger Sub Subsidiary has relied on any representation, warranty or statement of any kind by the Company or any of its Affiliates or any of its agents or representativestheir respective Representatives), beyond those expressly given in Article IV3, 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 Schedules Company Disclosure Schedule or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub Parent or any of their respective Affiliates, agents its Affiliates or representatives Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Parent or any of their respective Affiliates, agents its 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 this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer 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, subject only to 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 BuyerParent, Buyer and Merger Sub and any of their respective directors, officers, employees, stockholders, partners, members or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of neither the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives), 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 any of its Subsidiaries), beyond those expressly given in Article III. 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 regarding the Company or referred to in the Schedules or elsewhereany of its Subsidiaries, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyermade available to Parent, Merger Sub Buyer or any of their respective Affiliates, agents Affiliates or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub or any of their respective Affiliates, agents or representatives advisors are not and will not be deemed to be representations or warranties of the Company, and no each of Parent, Buyer and Merger Sub acknowledge that Parent and Buyer, together with their Affiliates and advisors, have made their own investigation of the Company and its Subsidiaries and are 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 and its Subsidiaries as conducted after the Closing, as contained in any materials provided or made available by the Company or any of the foregoing except as may be expressly set forth in this Agreementits Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise. Except as otherwise expressly set forth in this Agreement, each of Parent and Buyer 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 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 ARTICLE III or any other provision hereof, it is the explicit intent of each of Buyer, Merger Sub and any of their respective directors, officers, employees, stockholders, partners, members or representatives acknowledge and agree Party that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or Holdings is making, not making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given in Article IVthis Agreement, including any implied warranty or representation as to condition, seaworthiness, roadworthiness, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Holdings 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 Schedules hereto or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “offering memorandum,” “data room” or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Acquiror or any of their respective its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyHorizon Lines, 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 this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub Acquiror understands and agrees that any Vessels, inventory, equipment, vehicles, assets, properties and business of the Company Holdings and its Subsidiaries are furnished “as is”, “where is” and, and subject only to 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 VII or any other provision hereof, each Acquiror and its Affiliates and any of Buyerits and their respective directors, officers, employees, stockholders, 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 (including Holdings, Jersey Merger Sub and Delaware Merger Sub) or any of their respective directors, officers, employees, stockholders, partners, members members, agents or representatives acknowledge and agree that Buyer and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Company, nor any of its Affiliates, nor any of their respective agents or representatives, has made, or is making, making any representation or warranty whatsoever, express or implied (and neither Buyer 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 its agents or representatives)implied, beyond those expressly given by the Company in Article IVV or by Holdings, Jersey Merger Sub or Delaware Merger Sub 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 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 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 Buyer, Merger Sub or any of their respective Affiliates, agents or representatives Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub Acquiror or any of their respective its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyCompany or Holdings, Jersey Merger Sub or Delaware Merger Sub, 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 or Article VI of this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub 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, and subject only to and except as otherwise provided in the representations and warranties contained in Article IVV or Article VI 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 III or any other provision hereof, each of Buyer, Merger Sub the Company and any of their respective directors, officers, employees, stockholders, partners, members or representatives its Representatives acknowledge and agree that Buyer the Company has made its own investigation of Parent and Merger Sub have made their own investigation of the Company and the Company’s Subsidiaries and that neither the Companynone of Parent, nor Merger Sub or any of its Affiliates, nor any of their respective agents or representatives, has made, or other Person is making, making any representation or warranty whatsoever, express or implied (and neither Buyer nor implied, relating to Parent, Merger Sub has relied on any representation, warranty or statement of any kind by the Company or any of its their Affiliates or any of its agents their respective businesses, operations, assets, liabilities, conditions (financial or representatives)otherwise) or prospects, beyond except for those representations and warranties made by Xxxxxx and Merger Sub that are expressly given set forth in Article IV, including any implied warranty IV or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of in the assets of the Company or any of its SubsidiariesParent Closing Certificate. Without limiting the generality of the foregoing, it is understood the Company understands and agree that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to Parent or other predictions Merger Sub, any of their Affiliates or any of their respective businesses that may be contained or referred to in the Schedules Parent 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 the Company or its Representatives) or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyerthe Company or any of its Affiliates, Merger Sub or any of their respective AffiliatesRepresentatives, agents or representatives are not and will not be deemed to be representations or warranties of the CompanyParent or Merger Sub, 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 this Agreementforegoing. Except as otherwise expressly provided in the representations and warranties made by Xxxxxx and Merger Sub that are expressly set forth in this AgreementArticle IV, each of Buyer and Merger Sub the Company understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company Parent and its Subsidiaries Merger Sub are furnished “as is”, “where is” and, and subject only to 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 or any other provision hereof, each of Buyer, Merger Sub SPAC and any of their its respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives Representatives, acknowledge and agree that Buyer and Merger Sub have SPAC has made their its own investigation of the Company Company, Merger Sub and the Company’s Subsidiaries MultiplAI and that neither the Company, Merger Sub, MultiplAI nor any of its Affiliates, nor any of their respective agents or representatives, has made, or Representatives is making, making any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representation, warranty or statement of any kind other than those expressly given by the Company or any of its Affiliates or any of its agents or representatives), beyond those expressly given in Article IV, Merger Sub in Article VII and MultiplAI in Article VI and Section 9.1 of the MultiplAI Share Purchase 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 Company, Merger Sub, MultiplAI or any of 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 provided by the Company, Merger Sub or referred to in the Schedules or elsewhereMultiplAI, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer, Merger Sub or any of their respective Affiliates, agents or representatives SPAC pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer, Merger Sub SPAC or any of their respective Affiliates, agents its Affiliates or representatives Representatives are not and will not be deemed not to be representations or warranties of the Company, Merger Sub and MultiplAI, 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 this AgreementAgreement or the other Transaction Documents. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub SPAC understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company Company, Merger Sub, MultiplAI and its their 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, Article VI, Article VII and in Section 9.1 of the MultiplAI Share Purchase Agreement, with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding anything herein to the contrary, nothing in this Section 5.24 shall be deemed or construed to preclude or in any way limit any claim for fraud.