Common use of No Outside Reliance Clause in Contracts

No Outside Reliance. Notwithstanding anything contained in this Agreement, each Merger Sub and any of its equityholders, partners, members or Representatives has made its own investigation of the Company, its Subsidiaries and that neither the Company nor any of its Affiliates, agents or Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article 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, forecasts or other forward looking information that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) (whether or not accessed by such Merger Sub or its Representatives) or management presentations that have been or shall hereafter be provided to such Merger Sub or any of its Affiliates, agents or 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 Article III. Except as otherwise expressly set forth in this Agreement, such Merger Sub understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III, 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 Agreement, each Merger Sub Article VI and the Acquiror Disclosure Letter) to the Company or 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, equityholders, partners, members or Representatives representatives, acknowledge and agree that the Company has made its own investigation of the Company, its Subsidiaries Acquiror and that neither the Company none of Acquiror nor any of its Affiliates, agents or Representatives representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Acquiror in Article IIIVI, 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 Affiliates or any of the foregoingtheir respective directors, it is understood that any cost estimatesofficers, financial employees, shareholders, partners, members or other projections representatives or other predictionsotherwise, forecasts or other forward looking information that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials and no statement contained in any “data room”) (whether of such materials made or not accessed by made in any such Merger Sub presentation of the business and affairs of Acquiror shall be deemed a representation or its Representatives) warranty hereunder or management presentations that have been otherwise or shall hereafter be provided to such Merger Sub or any of its Affiliates, agents or Representatives or Forward Purchase Investors are not and will not be deemed to be representations relied upon by any Company Party in executing, delivery or warranties of the Company, any of its Subsidiaries performing this Agreement or the Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IIITransactions. Except as otherwise expressly set forth in this Agreement, such Merger Sub the Company understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries Acquiror are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIVI, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this AgreementArticle III or any other provision hereof, each Merger Sub Company and its Subsidiaries and any of its equityholderstheir respective directors, officers, employees, partners, members or Representatives representatives, acknowledge and agree that Company has made its own investigation of the Company, its Subsidiaries SPAC and Holdings and that neither the Company SPAC, Holdings nor any of its their Affiliates, nor any of their respective directors, officers, employees, shareholders, partners, members, agents or Representatives representatives, is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company SPAC and Holdings in Article IIIIV, 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 SPAC or any of its SubsidiariesHoldings. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions, forecasts or other forward looking information predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) (whether or not accessed by such Merger Sub Company or its Representativesrepresentatives or reviewed by Company) or management presentations that have been or shall hereafter be provided to such Merger Sub Company or any of its Affiliates, agents or Representatives or Forward Purchase Investors representatives are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries SPAC or the Company ShareholdersHoldings, 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. Except as otherwise expressly set forth in IV of this Agreement, such Merger Sub . Company understands and agrees that any assets, properties and business of the Company SPAC and any of its Subsidiaries Holdings are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIIV or any certificate delivered in accordance with Section 8.03(c), with all faults and without any other representation or warranty of any nature whatsoever.

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

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 AgreementArticle V or any other provision of this Agreement to the contrary, each Merger Sub such Buyer Party acknowledges and agrees that neither the Sellers nor any of its equityholders, partners, members their respective Affiliates or Representatives has made its own investigation of the Company, its Subsidiaries and that neither the Company nor any of its Affiliates, agents or Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article 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 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, forecasts or other forward looking information predictions that may be contained or referred to in any materials contained or posted in the Company Disclosure Letter or elsewhereData Site, as well as any informationthe CIM, documents management presentations or other diligence information and materials (including any such materials contained in any “data room”) (whether or not accessed by such Merger Sub or its Representatives) or management presentations that have been or shall hereafter be provided 37 to such Merger Sub Buyer Party or any of its AffiliatesAffiliates or Representatives, agents or 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, 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 Article IIIthis 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, except for such representations and warranties, such Merger Sub understands Buyer Party has not relied on and agrees that is not relying on any assets, properties and business representations or warranties of the Sellers or any Company and regarding any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in Company or the representations and warranties contained in Article III, with all faults and without any other representation or warranty of any nature whatsoeverContemplated Transactions.

No Outside Reliance. Notwithstanding anything contained in this AgreementArticle V or any other provision hereof, each Merger Sub Acquiror and its Affiliates and any of its equityholdersand their respective directors, officers, employees, stockholders, partners, members or Representatives has Representatives, acknowledge and agree that Acquiror and Merger Sub have made its their own investigation of the Company, its Subsidiaries Company and that neither the Company nor any of its AffiliatesAffiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or Representatives Representatives, is making or has made any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company in Article IIIIV, 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, forecasts or other forward looking information predictions that may be contained or referred to in the Company Disclosure Letter Acquiror and Merger Sub Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) ” (whether or not accessed by such Merger Sub Acquiror or its Representativesrepresentatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub Acquiror or any of its Affiliates, agents or Representatives or Forward Purchase Investors representatives are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries or the Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IIIIV. Except as otherwise expressly set forth in this Agreement, such Merger Sub Acquiror understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained of the Company expressly set forth in Article IIIIV 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 AgreementARTICLE III or any other provision hereof, each Merger Sub of the Company and any of its equityholders, partners, members or Representatives acknowledge and agree that the Company has made its own investigation of the Company, its Subsidiaries Parent and Merger Sub and that neither the Company nor none of Parent, Merger Sub or any of its Affiliates, agents or Representatives other Person is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IIIrelating to Parent, 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 Merger Sub or any of its Subsidiariestheir Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those representations and warranties made by Parent and Merger Sub that are expressly set forth in Article IV or in the Parent 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 predictionsMerger Sub, forecasts any of their Affiliates or other forward looking information any of their respective businesses that may be contained or referred to in the Company 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 such Merger Sub the Company or its Representatives) or reviewed by the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub the Company or any of its Affiliates, agents or Representatives or Forward Purchase Investors any of their Representatives, are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries Parent or the Company ShareholdersMerger Sub, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except foregoing. Except as may be otherwise expressly provided in the representations and warranties made by Parent and Merger Sub that are expressly set forth in Article III. Except as otherwise expressly set forth in this AgreementIV, such Merger Sub the Company understands and agrees that any assets, properties and business of the Company Parent and any of its Subsidiaries Merger Sub are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIto, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this AgreementArticle IV or any other provision hereof, each Merger Sub of the Group Companies and any Dutch Entities, and each of its their respective directors, managers, officers, employees, equityholders, partners, members or Representatives and representatives, acknowledges and agrees that the Company has made its own investigation of the Company, its Subsidiaries HCM and that neither the Company HCM nor any of its their respective Affiliates, agents or Representatives representatives is making making, and the Company is not relying upon, any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company HCM in Article IIIV 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, forecasts or other forward looking information predictions that may be contained or referred to in the Company HCM Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) ” (whether or not accessed by such Merger Sub the Company or its Representativesrepresentatives) or reviewed by the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub the Company or any of its Affiliates, agents or Representatives or Forward Purchase Investors representatives are not and will not be deemed to be representations 37 or warranties of the Company, any of its Subsidiaries or the Company ShareholdersHCM, 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. V. Except as otherwise expressly set forth in this Agreement, such Merger Sub the Company understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries HCM are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this AgreementArticle VII or any other provision hereof, each Merger Sub Acquiror and its Affiliates and any of its equityholdersand their respective directors, officers, employees, stockholders, partners, members or Representatives representatives, acknowledge and agree that Acquiror has made its own investigation of the Company, its Subsidiaries Company and that neither the Company nor any of its AffiliatesAffiliates (including Holdings, Jersey Merger Sub and Delaware Merger Sub) or any of their respective directors, officers, employees, stockholders, partners, members, agents or Representatives representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IIIV 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, forecasts or other forward looking information predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) ” (whether or not accessed by such Merger Sub Acquiror or its Representativesrepresentatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub Acquiror or any of its Affiliates, agents or Representatives or Forward Purchase Investors representatives are not and will not be deemed to be representations or warranties of the CompanyCompany or Holdings, any of its Subsidiaries Jersey Merger Sub or the Company ShareholdersDelaware 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 IIIV or Article VI of this Agreement. Except as otherwise expressly set forth in this Agreement, such Merger Sub Acquiror understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIV 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 AgreementArticle 5 or any other provision hereof, each Merger Sub SPAC and any of its directors, managers, officers, employees, equityholders, partners, members or Representatives representatives, acknowledge and agree that SPAC has made its own investigation of the Company, its Subsidiaries Target Company Group and that neither the Company Target Companies nor any of its their respective Affiliates, agents or Representatives representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Target Companies in Article III, including any implied warranty or representation 4 of this Agreement (as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of modified by the assets of Target Company Disclosure Letter) and the Company or any of its SubsidiariesAncillary Agreements. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions, forecasts or other forward looking information predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, “data room,” as well as any information, documents or other materials (including any such materials contained in any “data room”) ” (whether or not accessed by such Merger Sub SPAC or its Representativesrepresentatives) or reviewed by SPAC pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub SPAC or any of its Affiliates, agents or Representatives or Forward Purchase Investors representatives are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries or the Company ShareholdersTarget Companies, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III4 of this Agreement (as modified by the Target Company Disclosure Letter) or the Ancillary Agreements. Except as otherwise expressly set forth in this AgreementAgreement or the Ancillary Agreements, such Merger Sub SPAC understands and agrees that any assets, properties the Target Company Group and business of the Company and any of its Subsidiaries Business are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III4 or the Ancillary Agreements, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this AgreementArticle V or any other provision hereof, each Merger Sub Acquiror and its Affiliates and any of its equityholderstheir respective directors, officers, employees, stockholders, partners, members or Representatives representatives, acknowledge and agree that Acquiror has made its own investigation of the Company, its Subsidiaries Company and that neither the Company nor any of its AffiliatesAffiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, members, agents or Representatives representatives, is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IIIIII 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, forecasts or other forward looking information predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) ” (whether or not accessed by such Merger Sub Acquiror or its Representativesrepresentatives) or reviewed by Acquiror) or management presentations that have been or shall hereafter be provided to such Merger Sub Acquiror or any of its Affiliates, agents or Representatives or Forward Purchase Investors representatives are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries Company or the Company ShareholdersNewco, 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 IIIIII or Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, such Merger Sub Acquiror understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIIII 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 AgreementArticle V or any other provision hereof, each of Acquiror and Merger Sub Sub, and any of its their respective directors, managers, officers, employees, equityholders, partners, members or Representatives representatives, acknowledge and agree that Acquiror has made its own investigation of the Company, its Subsidiaries Company and that neither the Company nor any of its Affiliates, agents or Representatives representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IIIIV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries and, except for the representations and warranties expressly made by the Company in Article IV, neither Acquiror nor Merger Sub nor any of their respective Affiliates relied on any representation or warranty, or the accuracy of completeness thereof, or any other information, or the accuracy or completeness thereof, provided by the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions, forecasts or other forward looking information predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) ” (whether or not accessed by such Merger Sub Acquiror or its Representativesrepresentatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub Acquiror or any of its Affiliates, agents or Representatives or Forward Purchase Investors representatives are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries or the Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IIIIV of this Agreement. Except as otherwise expressly set forth in this Agreement, such Merger Sub Acquiror understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIIV, 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 Agreement, each Merger Sub Article IV and Article V or the Company Disclosure Letter) to Acquiror or any of its respective representatives of any documentation or other information (including any financial projections or other supplemental details), Acquiror and its directors, managers, officers, employees, equityholders, partners, members or Representatives representatives, acknowledge and agree that Acquiror has made its own investigation of the Company, its Subsidiaries Company and that neither the Company nor any of its Affiliates, agents or Representatives representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IIIIV 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 any of its Subsidiaries. Without limiting , the generality prospects (financial or otherwise) or the viability or likelihood of success of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions, forecasts or other forward looking information that may be contained or referred to in business of the Company Disclosure Letter or elsewhereas conducted after the Acquisition Closing, as well as any information, documents or other materials (including any such materials contained in any “data room”) (whether or not accessed materials provided by such Merger Sub or its Representatives) or management presentations that have been or shall hereafter be provided to such Merger Sub Company or any of its AffiliatesAffiliates or any of their respective directors, agents officers, employees, shareholders, partners, members or Representatives representatives or Forward Purchase Investors are not otherwise, and will not no statement contained in any of such materials made or made in any such presentation of the business and 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 the Company, any of its Subsidiaries performing this Agreement or the Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IIITransactions. Except as otherwise expressly set forth in this Agreement, such Merger Sub Acquiror understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIIV and Article V, 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 AgreementArticle 4 or any other provision hereof, each of Parent and Merger Sub Subsidiary acknowledge and any of its equityholders, partners, members or Representatives has made its own investigation of the Company, its Subsidiaries and agree that neither the Company nor any of its Affiliates, agents nor any of its or Representatives their respective Representatives, has made, or is making making, any representation or warranty whatsoever, express or impliedimplied (and neither Parent nor Merger Subsidiary has relied on any representation, warranty or statement of any kind by the Company or any of its Affiliates or any of their respective Representatives), beyond those expressly given by the Company in Article III3, 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, forecasts or other forward looking information predictions that may be contained or referred to in the Company Disclosure Letter Schedule or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) (whether ” or not accessed reviewed by such Merger Sub Parent or any of its RepresentativesAffiliates or Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub Parent or any of its Affiliates, agents Affiliates or 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 Article III. Except as otherwise expressly set forth in this Agreement, such Merger Sub understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Agreement, each Merger Sub of the Acquisition Entities, and any of its their respective equityholders, partners, members or Representatives has made its own investigation of the Company, its Subsidiaries and that neither the Company nor any of its Affiliates, agents or Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article 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, forecasts or other forward looking information that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) ” (whether or not accessed by such Merger Sub Acquisition Entity or its Representatives) or reviewed by such Acquisition Entity pursuant to the NDA or otherwise) or management presentations that have been or shall hereafter be provided to such Merger Sub Acquisition Entity or any of its Affiliates, agents or 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 Article III. Except as otherwise expressly set forth in this Agreement, such Merger Sub Acquisition Entity understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this AgreementArticle 5 or any other provision hereof, each Merger Sub of the Parent Entities, and any of its their respective directors, managers, officers, employees, equityholders, partners, members or Representatives has representatives, acknowledge and agree that the Parent Entities have made its their own investigation of the Company, its Subsidiaries Company Group Members and that neither the Company Group Members nor any of its their Affiliates, agents or Representatives representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Group Members in Article III4 or in any Ancillary Agreement, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Group Members or 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, forecasts or other forward looking information predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) ” (whether or not accessed by such Merger Sub Parent or its Representativesrepresentatives) or reviewed by Parent pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub Parent or any of its Affiliates, agents or Representatives or Forward Purchase Investors representatives are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries or the Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III4 of this Agreement or in any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement or in any Ancillary Agreement, such Merger Sub Parent understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries Group Members are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties of the Company contained in Article III4 or in any Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this AgreementARTICLE III or any other provision hereof, each Merger Sub of the Company and any of its equityholders, partners, members or Representatives acknowledge and agree that the Company has made its own investigation of the Company, its Subsidiaries Parent and Merger Sub and that neither none of Parent, Merger Sub or any other Person is making, nor is the Company nor any of its Affiliatesrelying on, agents or Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IIIrelating to Parent, 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 Merger Sub or any of its Subsidiariestheir Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those representations and warranties made by Parent and Merger Sub that are expressly set forth in ARTICLE IV or in the Parent 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 predictionsMerger Sub, forecasts any of their Affiliates or other forward looking information any of their respective businesses that may be contained or referred to in the Company 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 such Merger Sub the Company or its Representatives) or reviewed by the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub the Company or any of its Affiliates, agents or Representatives or Forward Purchase Investors any of their Representatives, are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries Parent or the Company ShareholdersMerger 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 Article IIIforegoing. 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, such Merger Sub the Company understands and agrees that any assets, properties and business of the Company Parent and any of its Subsidiaries Merger Sub are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIto, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this AgreementSection 3 or any other provision hereof, each of Parent and Merger Sub Sub, and any of its equityholderstheir respective stockholders or Representatives, partners, members or Representatives acknowledge and agree that Parent has made its own investigation of the Company, its Subsidiaries Company and that neither the Company nor any of its Affiliates, agents Affiliates or Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IIISection 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, forecasts or other forward looking information predictions that may be contained or referred to in the Company Disclosure Letter Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) (whether ” or not accessed reviewed by such Merger Sub or its RepresentativesParent pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub Parent or any of its Affiliates, agents Affiliates or 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 Article IIIthis Agreement. Except as otherwise expressly set forth in this Agreement, such Merger Sub Parent understands and agrees that any inventory, equipment, assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject ”. Notwithstanding the foregoing or anything to and except as otherwise provided 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 III(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. Notwithstanding anything contained in this AgreementArticle III or any other provision hereof, each Merger Sub of the Company and any of its equityholders, partners, members or Representatives acknowledge and agree that the Company has made its own investigation of the Company, its Subsidiaries Parent and Merger Sub and that neither the Company nor none of Parent, Merger Sub or any of its Affiliates, agents or Representatives other Person is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IIIrelating to Parent, 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 Merger Sub or any of its Subsidiariestheir Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those representations and warranties made by Parent and Merger Sub that are expressly set forth in Article IV or in the Parent 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 predictionsMerger Sub, forecasts any of their Affiliates or other forward looking information any of their respective businesses that may be contained or referred to in the Company 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 such Merger Sub the Company or its Representatives) or reviewed by the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub the Company or any of its Affiliates, agents or Representatives or Forward Purchase Investors any of their Representatives, are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries Parent or the Company ShareholdersMerger Sub, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except foregoing. Except as may be otherwise expressly provided in the representations and warranties made by Parent and Merger Sub that are expressly set forth in Article III. Except as otherwise expressly set forth in this AgreementIV, such Merger Sub the Company understands and agrees that any assets, properties and business of the Company Parent and any of its Subsidiaries Merger Sub are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIto, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this AgreementARTICLE III or any other provision hereof, each Merger Sub of the Company and any of its equityholders, partners, members or Representatives acknowledge and agree that the Company has made its own investigation of the Company, its Subsidiaries Parent and Merger Sub and that neither none of Parent, Merger Sub or any other Person is making, nor is the Company nor any of its Affiliatesrelying on, agents or Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IIIrelating to Parent, 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 Merger Sub or any of its Subsidiariestheir Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those representations and warranties made by Parent and Merger Sub that are expressly set forth in ARTICLE IV or in the Parent 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 predictionsMerger Sub, forecasts any of their Affiliates or other forward looking information any of their respective businesses that may be contained or referred to in the Company 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 such Merger Sub the Company or its Representatives) or reviewed by the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub the Company or any of its Affiliates, agents or Representatives or Forward Purchase Investors any of their Representatives, are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries Parent or the Company ShareholdersMerger 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 Article IIIforegoing. 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, such Merger Sub the Company understands and agrees that any assets, properties and business of the Company Parent and any of its Subsidiaries Merger Sub are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIto, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this AgreementArticle IV or any other provision hereof, each of Parent, Buyer and Merger Sub acknowledge and any of its equityholders, partners, members or Representatives has made its own investigation of the Company, its Subsidiaries and agree that neither the Company nor any of its Affiliates, agents or Representatives representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III, implied (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, forecasts or other forward looking information that may be contained or referred to in predictions regarding the Company Disclosure Letter or elsewhereany of its Subsidiaries, as well as any information, documents or other materials (including any such materials contained in any “data room”) (whether or not accessed by such Merger Sub or its Representatives) or management presentations that have been or shall hereafter be provided made available to such Merger Sub Parent, Buyer or any of its Affiliates, agents their Affiliates or Representatives or Forward Purchase Investors advisors are not and will not be deemed to be representations or warranties of the Company, and 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 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 Subsidiaries Affiliates or the Company Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IIItheir respective directors, officers, employees, shareholders, partners, members or representatives or otherwise. Except as otherwise expressly set forth in this Agreement, such Merger Sub each of Parent and Buyer 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 subject to and except as otherwise provided in the representations and warranties contained in Article III, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this AgreementArticle ARTICLE IV or any other provision hereof, each Merger Sub the SPAC, and any of its equityholdersdirectors, managers, officers, employees, equity holders, partners, members or Representatives representatives, acknowledges and agrees that it has made its own investigation of the Company, its Subsidiaries Company Group and that neither the Company nor any other member of its the Company Group nor any of their of respective Affiliates, agents or Representatives representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company and the Holdco in Article IIIARTICLE 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, forecasts or other forward looking information predictions that may be contained or referred to in the disclosure schedules delivered by the Company Disclosure Letter to the SPAC or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) ” (whether or not accessed by such Merger Sub SPAC or its Representativesrepresentatives) or reviewed by SPAC pursuant to an existing confidentiality agreement with the Company or its equity holders) or management presentations that have been or shall hereafter be provided to such Merger Sub SPAC or any of its Affiliates, agents or Representatives or Forward Purchase Investors representatives are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries Company or the Company ShareholdersHoldco, 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 IIIV or in the Additional Agreements. Except as otherwise expressly set forth in this Agreement, such Merger Sub SPAC understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries Group are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article ARTICLE III, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this AgreementSection 3.24 or any other provision hereof, each Merger Sub Purchaser and any of its equityholders, partners, members or respective Representatives acknowledge and agree that Purchaser has made its own investigation of the Company, its Subsidiaries Company and that neither none of the Company nor or any of its Affiliates, agents or Representatives other Person is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III, including any implied warranty or representation as relating 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 SubsidiariesAffiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those representations and warranties made by the Company that are expressly set forth in Article III or in the Company Closing 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, forecasts or other forward looking information any of their respective businesses that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”) ” (whether or not accessed by such Merger Sub Purchaser or its Representativesrepresentatives) or reviewed by Purchaser pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub Purchaser or any of its Affiliates, agents or any of their 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 foregoing. Except as may be otherwise expressly provided in the representations and warranties made by the Company that are expressly set forth in Article III. Except as otherwise expressly set forth in this Agreement, such Merger Sub Purchaser understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIto, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this AgreementArticle IV or any other provision hereof, each Merger Sub of the Company and any of its equityholders, partners, members or Representatives acknowledge and agree that the Company has made its own investigation of the Company, its Subsidiaries Purchaser and that neither the Company Purchaser nor any of its Affiliates, agents or Representatives other Person is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III, including any implied warranty or representation as relating to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Purchaser or any of its SubsidiariesAffiliates or any of its respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those representations and warranties made by Purchaser that are expressly set forth in Article IV, or in the Purchaser 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 Purchaser, any of its Affiliates or other predictions, forecasts or other forward looking information any of its respective business that may be contained or referred to in the Company 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 such Merger Sub the Company or its Representatives) or reviewed by the Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to such Merger Sub the Company or any of its Affiliates, agents or Representatives or Forward Purchase Investors any of their Representatives, are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries or the Company ShareholdersPurchaser, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except foregoing. Except as may be otherwise expressly provided in the representations and warranties made by Purchaser that are expressly set forth in Article III. Except as otherwise expressly set forth in this AgreementV, such Merger Sub the Company understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries Purchaser are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IIIto, with all faults and without any other representation or warranty of any nature whatsoever.