Common use of No Outside Reliance Clause in Contracts

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 or any other provision of this Agreement to the contrary, Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations).

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article V or any other provision hereof, 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 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, agents or Representatives, and that none of such persons is making or has made any representation or warranty whatsoever, express or implied, other than those expressly given by the Company 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. 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 Acquiror and Merger Sub pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents 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 to the contraryAgreement. Except as otherwise expressly set forth in this Agreement, Purchaser acknowledges Acquiror understands and agreesagrees that any assets, on its own behalf properties and on behalf business of the Purchaser Group, that the Express Representations Company are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser furnished “as is” and ”, “where is” and subject to and except as otherwise provided in the representations and warranties of the Company expressly set forth in Article IV or any certificate delivered in accordance with Section 9.02(c), with all faults and all without any other representations, warranties and statements representation or warranty of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Agreement or any other provision of this Agreement the Ancillary Agreements to the contrary, Purchaser each of PEGC I and PEGC I OP acknowledges and agrees, on its own behalf and on behalf agrees that none of the Purchaser GroupContributors’ Representative, that the Express Representations are the sole Contributors nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and exclusive representationsneither PEGC I nor PEGC I OP has relied on any representation, warranties and statements warranty or statement of any kind made to Purchaser by the Contributors’ Representative, the Contributors or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller their Affiliates or any of their respective Affiliates agents or Advisorsrepresentatives), (b) beyond those expressly given in Article II, Article III and this Article V, including any other statement relating implied warranty or representation as to the historical, current or future businesses, financial condition, results of operationsmerchantability, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability suitability or fitness for any a particular use purpose or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted trade as to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller assets of the Contributed Companies or any of their respective Affiliates Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or Advisorsother 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 PEGC I or PEGC I OP or any failure of their Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to PEGC I or PEGC I OP or any of their Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Contributors’ Representative or the Contributors, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing to disclose or contain any informationin each case, except for as may be expressly set forth in Article II, Article III, this Article V, or any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement, each of PEGC I and PEGC I OP understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Express Representations (it being understood that Purchaser Contributed Companies and their Subsidiaries are furnished “as is”, “where is” and, subject only to the Purchaser Group have relied only on the Express Representations)representations and warranties contained in Article II, Article III, this Article V, or 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 Section 4.9 Article V or any other provision hereof, Acquiror and its Affiliates and any of this Agreement its and their respective directors, officers, employees, 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, partners, members, agents or Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV or any certificate delivered in accordance with Section 9.02(c), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the contraryassets of the Company, Purchaser acknowledges and agreeseach of Acquiror and Merger Sub, on its own behalf and on behalf of their Affiliates and its and their directors, officers, employees, partnership, members or Representatives, disclaim reliance on any representations and warranties, express or implied, other than those expressly given by the Purchaser GroupCompany in Article IV or any certificate delivered in accordance with Section 9.02(c). Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Express Representations Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its Representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or Representatives are not and will not be deemed to be representations or warranties of the sole Company, and exclusive representations, warranties and statements no representation or warranty is made as to the accuracy or completeness of any kind made to Purchaser of the foregoing except as may be expressly set forth in Article IV of this Agreement or any member certificate delivered in accordance with Section 9.02(c). Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets Company are being acquired by Purchaser furnished “as is” and ”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV or any certificate delivered in accordance with Section 9.02(c), with all faults and all without any other representations, warranties and statements representation or warranty of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)whatsoever.

No Outside Reliance. Notwithstanding anything contained Each of the Buyer and the Guarantor has such knowledge and experience in this Section 4.9 financial and business matters that it is capable of evaluating the merits and risks of its participation in the transactions contemplated hereby. Each of the Buyer and the Guarantor confirms that the Acquired Companies have made available to the Buyer and its agents and representatives the opportunity to ask questions of the officers and management employees of the Acquired Companies as well as full and complete access to the books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of the Acquired Companies that it and its representatives have desired or requested to see or review and to acquire additional information about the business and financial condition of the Acquired Companies. Each of the Buyer and the Guarantor confirms that it has made an independent investigation, analysis and evaluation of the Acquired Companies and their respective properties, assets, business, financial condition, documents, information and records. Each of the Buyer and the Guarantor acknowledges and agrees that (i) none of the Acquired Companies, the Sellers, any of their respective Affiliates, any of their respective Representatives or any other provision of this Agreement to Person, has made, or is making, any representation or warranty whatsoever, express or implied (nor has the contraryBuyer or the Guarantor relied on any representation, Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Express Representations are the sole and exclusive representations, warranties and statements warranty or statement of any kind made to Purchaser by the Acquired Companies, the Sellers, any of their respective Affiliates, any of their respective Representatives or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agreesother Person), on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent those representations and warranties expressly set forth in Articles III and IV, including as to the Express Representationsaccuracy or completeness of any information regarding the Acquired Companies furnished or made available to the Buyer or the Guarantor and their respective representatives (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 Acquired Companies), including in any information presentation(ii) none of the Sellers, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller Acquired Companies or any other Person on behalf has any obligation to disclose any information regarding the Acquired Companies, except as expressly set forth in this Agreement, the Ancillary Agreements and the certificates delivered pursuant hereto and thereto, and (iii) none of any Seller the Sellers or any of their respective Affiliates other Person shall have or Advisorsbe subject to any liability to the Buyer, (b) the Guarantor or any other statement relating Person resulting from the distribution to the historicalBuyer, current the Guarantor, or future businessesthe Buyer’s or the Guarantor’s use of, financial conditionany such information, results including the Project Stingray Teaser prepared by Pxxxx Xxxxxxx, the Confidential Information Memorandum prepared by Pxxxx Xxxxxxx, dated June 2019, and the Confidential Information Memorandum Supplement prepared by Pxxxx Xxxxxxx, dated June 2019, and any information, documents or material made available to the Buyer or the Guarantor in any physical or electronic “data rooms,” management presentations or in any other form in expectation of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks the transactions contemplated hereby. The Buyer and prospects the Guarantor acknowledges that it is acquiring the assets of the Acquired Assets, the Acquired Businesses Companies without any representation or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of warranty as to merchantability or fitness for any particular use or purpose, (d) any implied representation regarding in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Agreement. Without limiting the use or operation generality of the Acquired Assets foregoing, it is understood that any cost estimates, financial or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any other projections or other predictions that may be contained or referred to, as well as any information, statements, disclosures, documents, projections, forecasts documents or other material made available to Purchaser materials (including any such materials contained in any “data room” or any of its Affiliates or Advisors in reviewed by the Dataroom or otherwiseBuyer, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller Guarantor or any of their respective Affiliates Affiliates, agents or Advisors, representatives) are not and will not be deemed to be representations or any failure of any warranties of the foregoing to disclose Sellers or contain any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)Acquired Companies.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article IV or any other provision of this Agreement to the contrary, Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the representations and warranties made by Seller to Purchaser in Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations Representations”) are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactionstransactions contemplated by this Agreement. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that (other than solely to the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and extent expressly set forth in the Express Representations) all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) with respect to the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations)information, including in any information presentationthe Projections, the confidential information presentation prepared by Xxxxx Xxxxxxx & Co. (the “Information Presentation”), in that certain datasite administered by Donnelley Financial Solutions (the “Dataroom”), any projections Projections or in any meetings, calls or correspondence with management of any Seller the Company and its Subsidiaries or any other Person on behalf of any Seller the Business or the Company, its Subsidiaries or any of their respective Affiliates or Advisors, Advisors and (b) any other statement relating to the historical, current or future businessesbusiness, financial condition, results of operations, assets, Liabilitiesliabilities, properties, Contractscontracts, environmental compliance, employee matters, regulatory compliance, business risks and or prospects of the Acquired Assets, Business or the Acquired Businesses Company or any Sellerof its Subsidiaries, or the quality, quantity or condition of any Sellerthe Business’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success Company’s or profitability of the Acquired Assets or the Acquired Assets after the Closing, areits Subsidiaries’ assets, in each case case, are specifically disclaimed by each Seller Seller, and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledgesacknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assetsbusiness, including its financial condition, results of operations, assets, Liabilitiesliabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks contracts and prospects of Sellersthe Business, and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentationInformation Presentation, any projections Projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller the Company, its Subsidiaries or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for to the extent express set forth in the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations).

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 4.8 or any other provision of this Agreement to the contrary, Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses Business or any Seller, or the quality, quantity or condition of any Seller’s , (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses Business after the Closing in any manner, manner and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or by any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations).

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article IV or any other provision of this Agreement to the contraryhereof, Purchaser acknowledges and agreeseach Acquiror Party, on its own behalf and on behalf of the Purchaser Group, that the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf Affiliates (including Sponsor) and on behalf of its and their respective directors, managers, officers, employees and equityholders, acknowledge and agree that (i) such Person has made its own investigation of the Purchaser GroupCompany and its Subsidiaries and has been furnished with or given access to such documents and information about the Company and its Subsidiaries and their businesses and operations as such Person has deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby and (ii) that neither the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all Company nor any other representationsPerson is making any representation or warranty whatsoever, warranties and statements of any kind or nature expressed express or implied, whether in writtenrespect of the Company, electronic its Subsidiaries or oral formtheir respective businesses or operation beyond those expressly made by the Company in Article IV, including (a) the completeness any implied warranty or accuracy of, or any omission representation as to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operationsmerchantability, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability suitability or fitness for a particular purpose or trade as to any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability assets of the Acquired Assets Company or its Subsidiaries. Without limiting the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member generality of the Purchaser Group has relied on foregoing, it is understood that any such representationscost estimates, warranties financial or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any other projections or other predictions that may be contained or referred to in the Company Disclosure Schedules or elsewhere, as well as any information, statements, disclosures, documents, projections, forecasts documents or other material made available materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its Representatives, or reviewed by Acquiror pursuant to Purchaser the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates Affiliates, agents or Advisors in the Dataroom Representatives are not and will not be deemed to be representations or otherwise, in each case, whether written or oral, made or provided by, or as part of, any warranties of the foregoing Company, and no representation or any Seller warranty is made as to the accuracy or any of their respective Affiliates or Advisors, or any failure completeness of any of the foregoing to disclose except as may be expressly set forth in Article IV. Acquiror understands, acknowledges and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” with all faults and without any other representation or contain warranty of any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article VI or any other provision hereof, each of this Agreement to the contrary, Purchaser Buyer and Merger Sub acknowledges and agreesagrees that neither the Company nor any of its Affiliates, on nor any of its own behalf and on behalf of the Purchaser Groupor their respective directors, that the Express Representations are the sole and exclusive representationsofficers, warranties and statements of any kind made to Purchaser employees, stockholders, partners, members, agents or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agreesrepresentatives, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy ofhas made, or any omission to state or to discloseis making, any information representation or warranty whatsoever, express or implied (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser Buyer nor any member of the Purchaser Group Merger Sub has relied on any such representationsrepresentation, warranties warranty or statements. Purchaser acknowledges, on its own behalf and on behalf statement of any kind by the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Company or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates directors, officers, employees, stockholders, partners, members, agents or Advisorsrepresentatives), beyond those expressly given in this Agreement and in any Member Acknowledgement, 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 failure of its Subsidiaries (including the Vessels). 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 or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations regarding the Company and its Subsidiaries that have been provided to Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing to disclose or contain foregoing, except as may be expressly set forth in this Agreement and in any informationMember Acknowledgement. Each of Buyer and Merger Sub understands and agrees that, except for the Express Representations representations and warranties of the Company in this Agreement and in any Member Acknowledgement, any inventory, equipment, vehicles, vessels (it being understood that Purchaser including the Vessels), assets, properties and business of the Purchaser Group have relied Company and its Subsidiaries are furnished “as is”, “where is” and, subject only on to the Express Representations)representations and warranties contained in this Agreement and in any Member Acknowledgement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agree (a) that Acquiror is a sophisticated purchaser and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of participation in the Merger, (b) that Acquiror has made its own investigation of the Company and is entering into this Agreement based upon such investigation, (c) 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 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 (d) that Acquiror and Merger Sub, and any of their respective directors, officers, employees, partners, members or representatives, expressly waive any and all rights with respect to, and are not relying in any way upon, any such representations and warranties mentioned in the preceding clause (c). 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 Acquiror pursuant to the contraryConfidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, Purchaser acknowledges agents or representatives are not and agrees, on its own behalf and on behalf will not be deemed to be representations or warranties of the Purchaser GroupCompany, that and no representation or warranty is made as to the Express Representations are the sole and exclusive representations, warranties and statements accuracy or completeness of any kind made to Purchaser or any member of the Purchaser Group foregoing except as may be expressly set forth in this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and on which Purchaser agrees that any inventory, equipment, assets, properties and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf business of the Purchaser Group, that the Acquired Assets Company and its Subsidiaries are being acquired by Purchaser furnished “as is” and ”, “where is” and subject to the representations and warranties contained in Article IV, with all faults and all without any other representations, warranties and statements representation or warranty of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article IV or any other provision hereof, Buyer and its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agree that Buyer 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, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company 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 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” (whether or not accessed by Buyer or its representatives) or reviewed by Buyer pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement to the contrary, Purchaser Agreement. Buyer further acknowledges and agreesagrees that (x) the only representations and warranties made by the Company are the representations and warranties expressly set forth in Article III (as modified by the Disclosure Schedules) and Buyer has not relied upon any other express or implied representations, on its own behalf and warranties or other projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or on behalf of the Purchaser Group, that the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller Company or any of their respective Affiliates or Advisors, (b) Representatives or any other statement relating to Person, including any projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished by or through the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any SellerCompany’s Representatives, or the qualitymanagement presentations, quantity data rooms (electronic or condition otherwise) or other due diligence information, and that Buyer will not have any right or remedy arising out of any Seller’s (c) any implied representation of merchantability such representation, warranty or fitness for any particular use other projections, forecasts, estimates, appraisals, statements, promises, advice, data or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any mannerinformation, and (ey) any implied claims Buyer may have for breach of any representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied warranty shall be based solely on the results representations and warranties of the Purchaser Group’s own independent investigation Company expressly set forth in Article III (as modified by the Disclosure Schedules). Except as otherwise expressly set forth in this Agreement, Buyer understands and verificationagrees that any assets, properties and has not relied onbusiness of the Company and the Company Subsidiaries are furnished “as is”, is not relying on, “where is” and will not rely on, any Seller, subject to and except as otherwise provided in the any information presentation, any projections representations and warranties contained in Article III or any informationcertificate delivered in accordance with Section 9.03(a)(vi), statements, disclosures, documents, projections, forecasts with all faults and without any other representation or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure warranty of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article V or any other provision hereof, each of this Agreement to Buyer and Merger Sub acknowledge and agree that neither the contraryCompany nor any of its Affiliates, Purchaser acknowledges and agreesnor any of its or their respective managers, on its own behalf and on behalf of the Purchaser Groupdirectors, that the Express Representations are the sole and exclusive representationsofficers, warranties and statements of employees, stockholders, partners, members, agents or representatives, has made, or is making, any kind made to Purchaser representation or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agreeswarranty whatsoever, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind oral or nature expressed or implied, whether in written, electronic express or oral form, including implied (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser Buyer nor any member of the Purchaser Group Merger Sub has relied on any such representationsrepresentation, warranties warranty or statements. Purchaser acknowledges, on its own behalf and on behalf other statement of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Company or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided byAffiliates, or any of its or their respective managers, directors, officers, employees, stockholders, partners, members, agents or representatives), beyond those expressly given in Article IV, including any implied warranty or representation as part ofto condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the foregoing or any Seller assets of the Company or any of their respective Affiliates its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or Advisorsother 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 or any failure of 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 or engaged in with Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in this Agreement. Except as otherwise expressly set forth in this Agreement, each of Buyer and Merger Sub understands and agrees 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 disclose the representations and warranties contained in Article IV, with all faults and without any other representation or contain warranty of any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 or Each of the Company and its Representatives acknowledges that neither the Buyer nor any other provision of this Agreement to the contraryPerson has made any representation or warranty, Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed express or implied, whether in writtenwritten or oral, electronic as to the accuracy or oral form, including (a) completeness of any information that the completeness Buyer furnished or accuracy of, made available to the Company or any omission to state or to discloseof its Representatives, any information (other than solely to the extent except as expressly set forth in Article 6, and, without prejudice to the Express Representations)Company’s rights and remedies in respect of Article 6 or otherwise hereunder, including in any information presentation, neither the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or Buyer nor any other Person on behalf (including any officer, director, employee, or shareholder of the Buyer) shall have or be subject to any Seller liability (whether in contract or any of their respective Affiliates tort, under applicable securities Laws or Advisors, (botherwise) any other statement relating to the historicalCompany or its Representatives, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or based upon any information, statementsdocuments or materials made available to the Company or its Representatives or resulting from the use by the Company or its Representatives of any information, disclosures, documents, projections, forecasts documents or other material made available to Purchaser the Company or any of its Affiliates or Advisors in the Dataroom or otherwiseRepresentatives, in each case, whether written in any “data rooms,” management presentations, due diligence or oral, made or provided by, or as part of, in any other form in expectation of the foregoing transactions contemplated hereby; provided, however, that nothing in this Section 5.26 is intended to limit or any Seller or any of their respective Affiliates or Advisors, or any failure of any modify the representations and warranties contained in Article 6 which the Buyer acknowledges the Company and its Representatives are relying on in executing and delivering this Agreement. Each of the foregoing to disclose or contain any informationCompany, the Designated Company Shareholders and the Designated Company SAR Holders acknowledges that, except for the Express Representations (it being understood that Purchaser representations and warranties contained in Article 6, with respect to which neither the Buyer, Merger Sub nor any other Person has made, and the Purchaser Group Company and the Company Shareholders have not relied only on, any other express or implied representation or warranty by or on behalf of the Express RepresentationsBuyer or Merger Sub, including any implied representation or warranty as to value, condition, capacity, merchantability, environmental condition or suitability. Each of the Company, the Designated Company Shareholders and the Designated Company SAR Holders acknowledges that none of the Buyer, Merger Sub nor any other Person, directly or indirectly, has made, and the Company and the Company Shareholders have not relied on, any representation or warranty regarding the pro-forma financial information, budgets, estimates, projections, business plans, forecasts or other forward-looking statements of the Buyer (including the reasonableness of the assumptions underlying such information, budgets, estimates, projections, business plans, forecasts or forward-looking statements), and neither the Company nor the Company Shareholders will make or have any claim with respect thereto. Notwithstanding the foregoing, this Section 5.26 shall not (and shall not be deemed to) limit any claim based on Fraud.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Each of the Seller and the Seller’s Representative acknowledges that it and their respective Representatives have been permitted satisfactory access to the books and records, facilities, equipment, Tax Returns, contracts, insurance policies (or summaries thereof) and other properties and assets of the Buyer that it and their respective Representatives have desired or requested to see or review, and that it and their respective Representatives have had a satisfactory opportunity to meet with the officers and employees of the Buyer to discuss the business of the Buyer. Each of the Seller and the Seller’s Representative acknowledges that neither the Buyer nor any other provision of this Agreement to the contraryPerson has made any representation or warranty, Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed express or implied, whether in writtenwritten or oral, electronic as to the accuracy or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, of any information (other than solely that the Buyer furnished or made available to the extent expressly set forth in the Express Representations), including in any information presentationSeller, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller Seller’s Representative or any of their respective Affiliates or AdvisorsRepresentatives, (b) except as expressly set forth in Article 6 of this Agreement, and neither the Buyer nor any other statement relating Person (including any officer, director, employee, member or partner of Buyer) shall have or be subject to any liability (whether in contract or tort, under applicable securities Laws or otherwise) to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, Seller or the qualitySeller’s Representative, quantity based upon any information, documents or condition materials made available to the Seller or the Seller’s Representative or resulting from the use by the Seller or the Seller’s Representative of any information, documents or material made available to the Seller or the Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, areRepresentative, in each case specifically disclaimed by each in any “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby; provided, however, that nothing in this Section 4.11 is intended to limit or modify the representations and warranties contained in Article 6 which the Buyer acknowledges the Seller and that the Seller’s Representative are relying on in executing and delivering this Agreement. Each of the Seller and the Seller’s Representative acknowledges that, except for the representations and warranties contained in Article 6, neither Purchaser the Buyer nor any member of other Person has made, and the Purchaser Group has Seller and the Seller’s Representative have not relied on on, any such representations, warranties other express or statements. Purchaser acknowledges, on its own behalf and implied representation or warranty by or on behalf of the Purchaser GroupBuyer, that it has conducted including any implied representation or warranty as to its full satisfaction an independent investigation and verification value, condition, capacity, merchantability, environmental condition or suitability. Each of the business associated with Seller and the Acquired AssetsSeller’s Representative acknowledges that neither the Buyer nor any other Person, including its results of operationsdirectly or indirectly, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verificationmade, and has the Seller and the Seller’s Representative have not relied on, is not relying on, and will not rely on, any Seller, representation or warranty regarding the any information presentation, any projections or any pro-forma financial information, statementsbudgets, disclosures, documentsestimates, projections, business plans, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any forward-looking statements of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any Buyer (including the reasonableness of the foregoing to disclose or contain any assumptions underlying such information, except for budgets, estimates, projections, business plans, forecasts or forward-looking statements), and neither the Express Representations Seller’s Representative nor the Seller will make or have any claim with respect thereto. Notwithstanding the foregoing, this Section 4.11 shall not (it being understood that Purchaser and the Purchaser Group have relied only shall not be deemed to) limit any claim based on the Express Representations)Fraud.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article IV or any other provision of this Agreement to the contrary, each of Purchaser and Guarantor acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the representations and warranties made by Sellers to Purchaser and Guarantor in Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations Representations”) are the sole and exclusive representations, warranties and statements of any kind made to Purchaser Purchaser, Guarantor or any member of the Purchaser Group and on which Purchaser Purchaser, Guarantor and the Purchaser Group may rely in connection with the Transactionstransactions contemplated by this Agreement. Each of Purchaser and Guarantor acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that (other than solely to the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and extent expressly set forth in the Express Representations) all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) with respect to the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations)information, including in any information presentationthe Projections, the confidential information presentation prepared by Guggenheim Securities, LLC (the “Information Presentation”), in that certain datasite administered by Box, Inc. (the “Dataroom”), any projections Projections or in any meetings, calls or correspondence with management of any Seller the Company and its Subsidiaries or any other Person on behalf of any Seller the Company, its Subsidiaries or any of their respective Affiliates or Advisors, Advisors and (b) any other statement relating to the historical, current or future businessesbusiness, financial condition, results of operations, assets, Liabilitiesliabilities, properties, Contractscontracts, environmental compliance, employee matters, regulatory compliance, business risks and or prospects of the Acquired Assets, the Acquired Businesses Company or any Sellerof its Subsidiaries, or the quality, quantity or condition of any Sellerthe Company’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, areits Subsidiaries’ assets, in each case case, are specifically disclaimed by each Seller Sellers, and that neither Purchaser Purchaser, Guarantor nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Each of Purchaser acknowledgesand Guarantor acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assetsbusiness, including its financial condition, results of operations, assets, Liabilitiesliabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks contracts and prospects of Sellersthe Company and its Subsidiaries, and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, Purchaser has and Guarantor have relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentationInformation Presentation, any projections Projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller the Company, its Subsidiaries or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for to the extent express set forth in the Express Representations (it being understood that Purchaser Purchaser, Guarantor and the Purchaser Group have relied only on the Express Representations). Nothing in this Section 4.9, however, shall relieve the Seller Parties from any Liability on account of Fraud.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article IV or any other provision of this Agreement to the contrary, such Purchaser acknowledges and agrees, on agrees that it is relying upon its own behalf inspection, investigation and on behalf of the Purchaser Group, that the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely analysis in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that purchasing the Acquired Assets are being acquired by Purchaser “as is” and “where is” assuming the Assumed Liabilities and with all faults and all other is not relying in any way upon any representations, warranties and statements of any kind warranties, agreements, cost information, studies, reports, descriptions, guidelines or nature expressed other information or implied, whether in written, electronic or oral form, including (a) material furnished by the completeness or accuracy of, Secured Party or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller Debtor or any of their respective Affiliates or Advisorsrepresentatives, (b) whether oral or written, express or implied, of any other statement nature whatsoever regarding any such matters. There is no warranty relating to title, possession, quiet enjoyment, or the historicallike in this disposition. The Acquired Assets are being sold “AS IS,” “WHERE IS” and “WITH ALL FAULTS” in their state and condition at the Closing. Such Purchaser acknowledges that neither the Secured Party nor any Debtor makes any express, current and expressly disclaims any implied, representations or future businesseswarranties, financial conditionincluding any warranties of merchantability or fitness for particular purpose, results of operationsin each case, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of with respect to the Acquired Assets, the Acquired Businesses Secured Party, the Debtors, any Assumed Liabilities, the business of the Debtors, the transactions contemplated hereby, the success, profitability or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation value of the Acquired Assets or the Acquired Businesses after business conducted by the Closing Debtors or any other matter, whether written or oral or at law or in any mannerequity, and (e) any implied representation regarding the probable success whether made by or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely onSecured Party, any Seller, the any information presentation, any projections Debtor or any informationother Person. Such Purchaser acknowledges that the Secured Party hereby expressly disclaims all Liability and responsibility for all projections, forecasts, estimates, appraisals, statements, disclosurespromises, documentsadvice, projectionsdate or information made, forecasts communicated or other material made available furnished, orally or in writing (including electronically) to such Purchaser or any of its such Purchaser’s Affiliates or Advisors in the Dataroom or otherwiserepresentatives, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)including omissions therefrom.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article IV or any other provision of this Agreement to the contrary, such Purchaser acknowledges and agrees, on its own behalf and on behalf of the such Purchaser’s Purchaser Group, that the representations and warranties expressly contained in Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations Representations”) are the sole and exclusive representations, warranties and statements of any kind made to such Purchaser or any member of the such Purchaser’s Purchaser Group and on which such Purchaser and the such Purchaser’s Purchaser Group may rely in connection with the Transactionstransactions contemplated by this Agreement. Such Purchaser acknowledges and agrees, on its own behalf and on behalf of the such Purchaser’s Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections projections, forward-looking statements and other forecasts (whether in written, electronic, or oral form, and including in any information presentation, Dataroom, management meetings, etc.) (collectively, “Projections”) or in any meetings, calls or correspondence with management of any Seller the Company and its Subsidiaries or any other Person on behalf of any Seller the Company, its Subsidiaries or any of their respective Affiliates or Advisors, Advisors and (b) any other statement relating to the historical, current or future businessesbusiness, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses Company or any Sellerof its Subsidiaries, or the quality, quantity or condition of any Sellerthe Company’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closingits Subsidiaries’ assets, are, in each case specifically disclaimed by each Seller Sellers and that neither such Purchaser nor any member of the such Purchaser’s Purchaser Group has relied on any such representations, warranties or statements. Such Purchaser acknowledges and agrees, on its own behalf and on behalf of such Purchaser’s Purchaser Group, that (i) the Projections are being provided solely for the convenience of such Purchaser to facilitate its own independent investigation of the Company and its Subsidiaries, (ii) there are uncertainties inherent in attempting to make such Projections, (iii) such Purchaser is familiar with such uncertainties, and (iv) such Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Projections (including the reasonableness of the assumptions underlying such Projections). Such Purchaser acknowledges, on its own behalf and on behalf of the such Purchaser’s Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellersthe Company and its Subsidiaries, and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, such Purchaser has relied solely on the results of the such Purchaser’s Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any Subsidiary, any information presentation, any projections Projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to such Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller the Company, its Subsidiaries or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that such Purchaser and the such Purchaser’s Purchaser Group have relied only on the Express Representations). Nothing in this Section 4.10 shall limit any rights or remedies available to such Purchaser in respect of a claim for Fraud.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article IV or any other provision of this Agreement to the contrary, each of Purchaser and Guarantor acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the representations and warranties made by Sellers to Purchaser and Guarantor in Article III (as qualified by the Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations Representations”) are the sole and exclusive representations, warranties and statements of any kind made to Purchaser Purchaser, Guarantor or any member of the Purchaser Group and on which Purchaser Purchaser, Guarantor and the Purchaser Group may rely in connection with the Transactionstransactions contemplated by this Agreement. Each of Purchaser and Guarantor acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that (other than solely to the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and extent expressly set forth in the Express Representations) all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) with respect to the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations)information, including in any information presentationthe Projections, the confidential information presentation prepared by Guggenheim Securities, LLC (the “Information Presentation”), in that certain datasite administered by Box, Inc. (the “Dataroom”), any projections Projections or in any meetings, calls or correspondence with management of any Seller the Company and its Subsidiaries or any other Person on behalf of any Seller the Company, its Subsidiaries or any of their respective Affiliates or Advisors, Advisors and (b) any other statement relating to the historical, current or future businesses, business,‌ financial condition, results of operations, assets, Liabilitiesliabilities, properties, Contractscontracts, environmental compliance, employee matters, regulatory compliance, business risks and or prospects of the Acquired Assets, the Acquired Businesses Company or any Sellerof its Subsidiaries, or the quality, quantity or condition of any Sellerthe Company’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, areits Subsidiaries’ assets, in each case case, are specifically disclaimed by each Seller Sellers, and that neither Purchaser Purchaser, Guarantor nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Each of Purchaser acknowledgesand Guarantor acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assetsbusiness, including its financial condition, results of operations, assets, Liabilitiesliabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks contracts and prospects of Sellersthe Company and its Subsidiaries, and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, Purchaser has and Guarantor have relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentationInformation Presentation, any projections Projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller the Company, its Subsidiaries or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for to the extent express set forth in the Express Representations (it being understood that Purchaser Purchaser, Guarantor and the Purchaser Group have relied only on the Express Representations). Nothing in this Section 4.9, however, shall relieve the Seller Parties from any Liability on account of Fraud.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 or any other provision Each of this Agreement the Buyer and Merger Sub acknowledges that, as of the Closing (assuming the Company’s compliance with the terms and conditions hereof), it and its Representatives have been permitted satisfactory access to the contrarybooks and records, Purchaser acknowledges facilities, equipment, Tax Returns, contracts, insurance policies (or summaries thereof) and agrees, on its own behalf other properties and on behalf assets of the Purchaser GroupCompany and the Company Subsidiaries that it and its Representatives have desired or requested to see or review, that the Express Representations are the sole and exclusive representationsthat, warranties and statements of any kind made to Purchaser or any member as of the Purchaser Group Closing (assuming the Company’s compliance with the terms and on which Purchaser conditions hereof), it and its Representatives have had a satisfactory opportunity to meet with the officers and employees of the Company and the Purchaser Group may rely in connection with Company Subsidiaries to discuss the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf Business of the Purchaser Group, Company and the Company Subsidiaries. Each of the Buyer and Merger Sub acknowledges that none of the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentationCompany, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller Securityholder Representative or any other Person on behalf has made any representation or warranty, express or implied, written or oral, as to the accuracy or completeness of any Seller information that the Company and the Company Subsidiaries furnished or made available to the Buyer, Merger Sub or any of their respective Affiliates Representatives, except for any Contractual Representation. Without prejudice to the Buyer’s rights and remedies in respect of the Contractual Representations or Advisorson account of Fraud, (b) none of the Company, the Securityholder Representative or any other statement relating Person (including any officer, director, employee, or shareholder of the Company or the Securityholder Representative) shall have or be subject to any liability (whether in contract or tort, under applicable securities Laws or otherwise) to the historicalBuyer, current Merger Sub or future businessesany other Person, financial conditionbased upon any information, results documents or materials made available to the Buyer or Merger Sub or resulting from the use by the Buyer or Merger Sub of operationsany information, assetsdocuments or material made available to the Buyer or Merger Sub, Liabilitiesin each case in any “data rooms,” management presentations, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects due diligence or in any other form in expectation of the Acquired Assetstransactions contemplated hereby. Each of the Buyer and Merger Sub acknowledges that, should the Closing occur, the Acquired Businesses Buyer shall acquire the Company and the Company Subsidiaries without any representation or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of warranty as to merchantability or fitness for any particular use purpose of their respective assets, in an “as is” condition and on a “where is” basis, except for any Contractual Representation; provided, however, that nothing in this Section 6.10 is intended to limit or purposemodify any Contractual Representation with respect to which the Company acknowledges the Buyer and Merger Sub are relying on in executing and delivering this Agreement. Each of the Buyer and Merger Sub acknowledges that, except for any Contractual Representation, (da) neither the Company, the Securityholder Representative nor any other Person has made, and the Buyer and Merger Sub have not relied on, any other express or implied representation regarding the use or operation of the Acquired Assets warranty by or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser GroupCompany, that it has conducted the Securityholder Representative, including any implied representation or warranty as to its full satisfaction an independent investigation value, condition, capacity, merchantability, environmental condition or suitability and verification (b) each of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks Buyer and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results Merger Sub acknowledges that none of the Purchaser Group’s own independent investigation and verificationCompany, the Securityholder Representative, nor any other Person, directly or indirectly, has made, and has the Buyer and Merger Sub have not relied on, is not relying on, and will not rely on, any Seller, representation or warranty regarding the any information presentation, any projections or any pro-forma financial information, statementsbudgets, disclosures, documentsestimates, projections, business plans, forecasts or other material made available to Purchaser forward-looking statements of the Company or any of its Affiliates or Advisors in Company Subsidiary (including the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any reasonableness of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any assumptions underlying such information, except for budgets, estimates, projections, business plans, forecasts or forward-looking statements), and neither the Express Representations Buyer nor Xxxxxx Sub will make or have any claim with respect thereto. Notwithstanding the foregoing, this Section 6.10 shall not (it being understood that Purchaser and the Purchaser Group have relied only shall not be deemed to) limit any claim based on the Express Representations)Fraud.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article IV or any other provision of this Agreement to the contrary, Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentationthe Information Presentation, the Dataroom, any projections Projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s assets, (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, businesses of each Seller and is Affiliates including its financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentationInformation Presentation, any projections Projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations).

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 or any other provision of this Agreement to the contrary, Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, agrees that the representations and warranties made by Seller in Section 5.1 (as qualified therein) (the “Express Representations Representations”) are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group any of its Affiliates may rely in connection with the Transactionstransactions contemplated by this Agreement. Purchaser acknowledges and agrees, on its own behalf and on behalf of agrees that (other than solely to the Purchaser Group, that extent expressly set forth in the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and Express Representations) all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the the‌ historical, current or future businessesbusiness, financial condition, results of operations, assets, Liabilities, properties, Contractscontracts, environmental compliance, employee matters, regulatory compliance, business risks and or prospects of the Acquired Assets, the Acquired Businesses Purchased Assets or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, arePurchased Assets, in each case case, are specifically disclaimed by each Seller Seller, and that neither Purchaser nor any member of the Purchaser Group its Affiliates has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf acknowledges and on behalf of the Purchaser Group, agrees that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Purchased Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactionstransactions contemplated by this Agreement, Purchaser has relied solely on the results of the Purchaser Group’s its or its Affiliates’ own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom advisors or otherwiserepresentatives, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any by Seller or any of their respective Affiliates its Affiliates, advisors or Advisorsrepresentatives, or any failure of any of the foregoing to disclose or contain any information, except for to the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on extent expressly set forth in the Express Representations).

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article V or any other provision of this Agreement to the contraryhereof, Purchaser Buyer acknowledges and agreesagrees that neither the Company nor any of its Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and Buyer has not relied on its own behalf and on behalf of the Purchaser Groupany representation, that the Express Representations are the sole and exclusive representations, warranties and statements warranty or statement of any kind made to Purchaser or any member of by the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Company or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates directors, officers, employees, stockholders, partners, members, agents or Advisorsrepresentatives), beyond those expressly given in Article IV or in any certificate delivered pursuant to Section 10.2(c), 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 failure 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 or any of its Affiliates, agents or representatives) or management presentations that have been or shall hereafter be provided to Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing to disclose or contain any informationforegoing, except for as may be expressly set forth in Article IV or in any certificate delivered pursuant to Section 10.2(c). Except as otherwise expressly set forth in this Agreement, Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Express Representations (it being understood that Purchaser Company and its Subsidiaries are furnished “as is”, “where is” and, subject only to the Purchaser Group have relied only on the Express Representations)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 Section 4.9 Article V or any other provision hereof, Buyer acknowledges and agrees that it, together with its advisors, has made its own investigation of this Agreement the Company Group and is not relying on any implied warranties or upon any representation or warranty whatsoever as to the contrary, Purchaser acknowledges and agrees, on its own behalf and on behalf prospects (financial or otherwise) or the viability or likelihood of success of the Purchaser Group, that the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member business of the Purchaser Company Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets conducted after the Closing, are, as contained in each case specifically disclaimed any materials provided by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom any of their respective directors, officers, employees, stockholders, partners, members or representatives or otherwise. Notwithstanding anything contained in this Article V or any other provision hereof, in each caseBuyer further acknowledges and agrees that neither Seller nor any of its Affiliates, whether written nor any of its or oraltheir respective agents or representatives, made or provided byhas made, or as part ofis making, any representation or warranty whatsoever, express or implied (and Buyer has not relied on any representation, warranty or statement of the foregoing any kind by Seller or any Seller of its Affiliates or any of their respective Affiliates agents or Advisorsrepresentatives), beyond those expressly given in Article IV, including any implied warranty or any failure of representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the foregoing 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 disclose in the Schedules or contain elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of Seller, and no representation or warranty is made as to the accuracy or completeness of any such cost estimates, projections, predictions, information, documents, materials or management presentations, except for as expressly set forth in this Agreement. Except as otherwise expressly set forth in this Agreement, Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Express Representations (it being understood that Purchaser Company Group are furnished “as is”, “where is” and subject to the Purchaser Group have relied only on the Express Representations)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 Section 4.9 or any other provision Each of this Agreement the Buyer, Merger Sub I and Merger Sub II LLC acknowledges that it and its Representatives have been permitted satisfactory access to the contrarybooks and records, Purchaser acknowledges facilities, equipment, Tax Returns, contracts, insurance policies (or summaries thereof) and agrees, on its own behalf other properties and on behalf assets of the Purchaser GroupCompany and the Company Subsidiaries that it and its Representatives have desired or requested to see or review, and that it and its Representatives have had a satisfactory opportunity to meet with the Express Representations are the sole officers and exclusive representations, warranties and statements of any kind made to Purchaser or any member employees of the Purchaser Group and on which Purchaser Company and the Purchaser Group may rely in connection with Company Subsidiaries to discuss the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf business of the Purchaser GroupCompany and the Company Subsidiaries. Each of the Buyer, Merger Sub I and Merger Sub II LLC acknowledges that none of the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentationSeller, the DataroomCompany, any projections or in any meetings, calls or correspondence with management of any Seller the Seller’s Representative or any other Person on behalf has made any representation or warranty, express or implied, written or oral, as to the accuracy or completeness of any Seller information that the Company and the Company Subsidiaries furnished or made available to the Buyer, Merger Sub I, Merger Sub II LLC or any of their respective Affiliates Representatives, except as expressly set forth in Articles 4 and 5 of this Agreement, and none of the Seller, the Company, the Seller’s Representative or Advisors, (b) any other statement relating Person (including any officer, director, employee, member or partner of the Seller or the Seller’s Representative) shall have or be subject to any liability (whether in contract or tort, under applicable securities Laws or otherwise) to the historicalBuyer, current Merger Sub I, Merger Sub II LLC or future businessesany other Person, financial conditionbased upon any information, results documents or materials made available to the Buyer, Merger Sub I or Merger Sub II LLC or resulting from the use by the Buyer, Merger Sub I or Merger Sub II LLC of operationsany information, assetsdocuments or material made available to the Buyer, LiabilitiesMerger Sub I or Merger Sub II LLC, propertiesin each case in any “data rooms,” management presentations, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects due diligence or in any other form in expectation of the Acquired Assetstransactions contemplated hereby. Each of the Buyer, Merger Sub I and Merger Sub II LLC acknowledges that, should the Closing occur, the Acquired Businesses Buyer shall acquire the Company and the Company Subsidiaries without any representation or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of warranty as to merchantability or fitness for any particular use purpose of their respective assets, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or purposewarranted in Articles 4 and 5 of this Agreement; provided, (d) however, that nothing in this Section 6.20 is intended to limit or modify the representations and warranties contained in Articles 4 and 5 which the Company and the Seller acknowledge Buyer, Merger Sub I and Merger Sub II are relying on in executing and delivering this Agreement. Each of the Buyer, Merger Sub I and Merger Sub II LLC acknowledges that, except for the representations and warranties contained in Articles 4 and 5, neither the Company, the Seller, the Seller’s Representative nor any other Person has made, and the Buyer, Merger Sub I and Merger Sub II LLC have not relied on, any other express or implied representation regarding the use or operation of the Acquired Assets warranty by or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser GroupCompany, that it has conducted the Seller or the Seller’s Representative, including any implied representation or warranty as to its full satisfaction an independent investigation and verification value, condition, capacity, merchantability, environmental condition or suitability. Each of the business associated with the Acquired AssetsBuyer, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks Merger Sub I and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results Merger Sub II LLC acknowledges that none of the Purchaser GroupCompany, the Seller, the Seller’s own independent investigation and verificationRepresentative, nor any other Person, directly or indirectly, has made, and has the Buyer, Merger Sub I and Merger Sub II LLC have not relied on, is not relying on, and will not rely on, any Seller, representation or warranty regarding the any information presentation, any projections or any pro-forma financial information, statementsbudgets, disclosures, documentsestimates, projections, business plans, forecasts or other material made available to Purchaser forward-looking statements of the Company or any of its Affiliates or Advisors in Company Subsidiary (including the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any reasonableness of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any assumptions underlying such information, except for budgets, estimates, projections, business plans, forecasts or forward-looking statements), and neither the Express Representations Buyer, Merger Sub I nor Merger Sub II LLC will make or have any claim with respect thereto. Notwithstanding the foregoing, this Section 6.20 shall not (it being understood that Purchaser and the Purchaser Group have relied only shall not be deemed to) limit any claim based on the Express Representations)Fraud.

No Outside Reliance. Except as provided in this Article IV, none of the Parent, Buyer, nor any of their Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever on behalf of the Parent and Buyer to the Sellers or their respective Affiliates, respective directors, managers, officers, employees, equityholders, partners, members or representatives (including any estimates, projections, forecasts, plans, budgets or other forward-looking statements, whether in relation to financial matters or anything else). Notwithstanding anything contained in this Section 4.9 Article IV or any other provision hereof, Parent and Buyer acknowledge and agree that none of this Agreement to Sellers, the contraryCompany nor any of their Affiliates, Purchaser acknowledges nor any of its and agreestheir respective directors, on its own behalf and officers, employees, equityholders, partners, agents or representatives, has made, or is making, any representation or warranty whatsoever on behalf of the Purchaser GroupSellers, that the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed express or implied, whether beyond those expressly given in written, electronic or oral formArticle III and in the other Transaction Documents, including (a) any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the completeness Purchased Assets, Assumed Liabilities or accuracy ofthe Business. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or Annexes, or elsewhere, as well as any omission to state information, documents or to discloseother materials (including any such materials contained in any “data room” or reviewed by Parent, Buyer or any information (other than solely of their Affiliates, agents or representatives pursuant to the extent Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Parent, Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or any Seller, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, except as may be expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)Article III.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article V or any other provision hereof, each of this Agreement to the contrary, Purchaser Buyer and Merger Sub acknowledges and agreesagrees that neither the Company nor any of its Affiliates, on nor any of its own behalf and on behalf of the Purchaser Groupor their respective directors, that the Express Representations are the sole and exclusive representationsofficers, warranties and statements of any kind made to Purchaser employees, stockholders, partners, members, agents or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agreesrepresentatives, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy ofhas made, or any omission to state or to discloseis making, any information representation or warranty whatsoever, express or implied (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser Buyer nor any member of the Purchaser Group Merger Sub has relied on any such representationsrepresentation, warranties warranty or statements. Purchaser acknowledges, on its own behalf and on behalf statement of any kind by the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Company or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates directors, officers, employees, stockholders, partners, members, agents or Advisorsrepresentatives), 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 failure 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 or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV. 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 disclose the representations and warranties contained in Article IV, with all faults and without any other representation or contain warranty of any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article IV or any other provision hereof, Acquiror and its Affiliates and any of this Agreement its and their respective directors, officers, employees, 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, partners, members, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III or any certificate delivered in accordance with Section 8.02(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 contraryassets of the Company, Purchaser acknowledges and agreeseach of Acquiror and Merger Sub, on its own behalf and on behalf of their Affiliates and its and their directors, officers, employees, partnership, members or representatives, disclaim reliance on any representations and warranties, express or implied, or the Purchaser Groupcompleteness thereof, other than those expressly given by the Company in Article III or any certificate delivered in accordance with Section 8.02(b). Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Express Representations Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the sole Company, and exclusive representations, warranties and statements no representation or warranty is made as to the accuracy or completeness of any kind made to Purchaser of the foregoing except as may be expressly set forth in Article III of this Agreement or any member certificate delivered in accordance with Section 8.02(b). Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets Company are being acquired by Purchaser furnished “as is” and ”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or any certificate delivered in accordance with Section 8.02(b), with all faults and all without any other representations, warranties and statements representation or warranty of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 The Company acknowledges that it and its Representatives have been permitted satisfactory access to the books and records, facilities, equipment, Tax Returns, contracts, insurance policies (or summaries thereof) and other properties and assets of the Buyer that it, the Company Subsidiaries and their respective Representatives have desired or requested to see or review, and that it, the Company Subsidiaries and their respective Representatives have had a satisfactory opportunity to meet with the officers and employees of the Buyer to discuss the business of the Buyer. The Company acknowledges that neither the Buyer nor any other provision of this Agreement to the contraryPerson has made any representation or warranty, Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed express or implied, whether in writtenwritten or oral, electronic as to the accuracy or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, of any information (other than solely that the Buyer furnished or made available to the extent expressly set forth in the Express Representations), including in any information presentationCompany, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller Company Subsidiaries or any of their respective Affiliates or AdvisorsRepresentatives, (b) except as expressly set forth in Article 6 of this Agreement, and neither the Buyer nor any other statement relating Person (including any officer, director, employee, member or partner of Buyer) shall have or be subject to any liability (whether in contract or tort, under applicable securities Laws or otherwise) to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses Company or any SellerCompany Subsidiary, based upon any information, documents or materials made available to the quality, quantity Company or condition any Company Subsidiary or resulting from the use by the Company or any Company Subsidiary of any Seller’s (c) information, documents or material made available to the Company or any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, areCompany Subsidiary, in each case specifically disclaimed by each Seller in any “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby; provided, however, that nothing in this Section 5.25 is intended to limit or modify the representations and that warranties contained in Article 6 which the Buyer acknowledges the Company is relying on in executing and delivering this Agreement. The Company acknowledges that, except for the representations and warranties contained in Article 6, neither Purchaser the Buyer nor any member of the Purchaser Group other Person has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verificationmade, and the Company has not relied on, is not relying onany other express or implied representation or warranty by or on behalf of the Buyer, including any implied representation or warranty as to value, condition, capacity, merchantability, environmental condition or suitability. The Company acknowledges that neither the Buyer nor any other Person, directly or indirectly, has made, and will the Company and Company Subsidiaries have not rely relied on, any Seller, representation or warranty regarding the any information presentation, any projections or any pro-forma financial information, statementsbudgets, disclosures, documentsestimates, projections, business plans, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any forward-looking statements of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any Buyer (including the reasonableness of the foregoing to disclose or contain any assumptions underlying such information, except for budgets, estimates, projections, business plans, forecasts or forward-looking statements), and neither the Express Representations Company nor any Company Subsidiary will make or have any claim with respect thereto. Notwithstanding the foregoing, this Section 5.25 shall not (it being understood that Purchaser and the Purchaser Group have relied only shall not be deemed to) limit any claim based on the Express Representations)Fraud.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 (a) Buyer has conducted its own independent investigation, review and analysis of, and reached its own independent conclusion regarding, the business, operations, assets, condition (financial or any other provision otherwise) and prospects of this Agreement to the contrary, Purchaser acknowledges and agrees, Business. Buyer (on its own behalf and on behalf of its Affiliates) acknowledges that it and its Representatives have been provided adequate access to the Purchaser Grouppersonnel, properties, premises, records and other documents and information of, and relating to, the Business for such purpose. Xxxxx acknowledges that it is an informed and sophisticated Person, and has engaged advisors experienced in the Express Representations are the sole evaluation and exclusive representations, warranties and statements of any kind made to Purchaser or any member purchase of the Purchaser Group and on which Purchaser and Business as contemplated hereunder. (b) Notwithstanding anything contained in this Agreement to the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agreescontrary, Buyer (on its own behalf and on behalf of the Purchaser Groupits Affiliates) acknowledges and agrees that none of Seller Parent, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to discloseSellers, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller Party or any other Person on behalf of is making any Seller representations or any of their respective Affiliates warranties whatsoever, oral or Advisorswritten, express or implied, at law or in equity, beyond those expressly given in Article II and Article III (b) any other statement relating to including the historicalSchedules). In entering into this Agreement, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s Buyer (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, its Affiliates) acknowledges that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s upon its own independent investigation investigation, review and verification, analysis and has not relied on, on and is not relying onon any representation, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts warranty or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, statement (whether written or oral, ) made or provided by, on behalf of or as part ofrelating to the Business, the Purchased Equity Interests, the Purchased Companies, the Purchased Subsidiary, Seller Parent, Sellers or any of their respective Affiliates, except for the representations and warranties expressly set forth in Article II and Article III (including the Schedules). Buyer (on its own behalf and on behalf of its Affiliates) further acknowledges and agrees that, except for the representations and warranties contained in Article II and Article III (including the Schedules), none of Seller Parent, Sellers, any of the foregoing or any other Seller or Party, any of their respective Affiliates or Advisorsany other Person will have or be subject to any liability to Buyer, any other Buyer Party, any of their respective Affiliates or any other Person resulting from the distribution to Buyer, its Affiliates or their respective Representatives, or any failure of the use by any of the foregoing to disclose or contain of, any such information, except for including any confidential memoranda distributed on behalf of Seller Parent or Sellers relating to the Express Representations (it being understood that Purchaser Business or other publications or Data Room information provided to Buyer, its Affiliates or of their respective Representatives, or any other document or information in any form provided to Buyer, its Affiliates or their respective Representatives in connection with the Purchase and the Purchaser Group have relied only on the Express Representations)Sale.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article ‎V or any other provision hereof, each of this Agreement to the contrary, Purchaser Buyer and Merger Sub acknowledges and agreesagrees that neither the Company nor any of its Affiliates, on nor any of its own behalf and on behalf of the Purchaser Groupor their respective directors, that the Express Representations are the sole and exclusive representationsofficers, warranties and statements of any kind made to Purchaser employees, stockholders, partners, members, agents or any member of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agreesrepresentatives, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy ofhas made, or any omission to state or to discloseis making, any information representation or warranty whatsoever, express or implied (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser Buyer nor any member of the Purchaser Group Merger Sub has relied on any such representationsrepresentation, warranties warranty or statements. Purchaser acknowledges, on its own behalf and on behalf statement of any kind by the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser Company or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates directors, officers, employees, stockholders, partners, members, agents or Advisorsrepresentatives), 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 failure 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 or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing to disclose or contain any informationforegoing, except for as may be expressly set forth in Article ‎IV. 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 Express Representations (it being understood that Purchaser Company and its Subsidiaries are furnished “as is”, “where is” and, subject only to the Purchaser Group have relied only on representations and warranties contained in Article ‎IV, with all faults and without any other representation or warranty of any nature whatsoever. Nothing in this Section ‎5.9 shall limit any representation or warranty expressly set forth in any other Transaction Agreements or Buyer’s or Merger Sub’s remedies in the Express Representations)case of actual fraud.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 Article V or any other provision hereof, Acquiror and its Affiliates and any of this Agreement its and their respective directors, officers, employees, 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, partners, members, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV 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 contraryassets of the Company, Purchaser acknowledges and agreeseach of Acquiror and each Merger Sub, on its own behalf and on behalf of their Affiliates and its and their directors, officers, employees, partnership, members or representatives, disclaim reliance on any representations and warranties, express or implied, other than those expressly given by the Purchaser GroupCompany in Article IV or any certificate delivered in accordance with Section 9.02(b). Without limiting the generality of the foregoing, it is understood that any cost or other estimates, financial or other projections or other predictions that may be contained or referred to in the Express Representations Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the sole Company, and exclusive representations, warranties and statements no representation or warranty is made as to the accuracy or completeness of any kind made to Purchaser of the foregoing except as may be expressly set forth in Article IV of this Agreement or any member certificate delivered in accordance with Section 9.02(b). Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Purchaser Group and on which Purchaser and the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets Company are being acquired by Purchaser furnished “as is” and ”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV or any certificate delivered in accordance with Section 9.02(b), with all faults and all without any other representations, warranties and statements representation or warranty of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 ARTICLE IV or any other provision of this Agreement to the contraryAgreement, Purchaser acknowledges and agrees, on its own behalf and on behalf each of the Purchaser Groupand each of the Merger Subs acknowledges and agrees that neither the Seller Parties, that the Express Representations are Acquired Companies nor any of their Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (including (x) any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the sole assets of the Seller Parties or any of the Acquired Companies and exclusive representations(y) any cost estimates, warranties and statements of financial or other projections or other predictions, as well as any kind made to information, documents, or other materials (including any such materials contained in any “data room” or reviewed by the Purchaser or any member of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations that have been or that may be provided to the Purchaser or any of its Affiliates, agents or representatives), and neither the Purchaser nor any of the Purchaser Group and Merger Subs has relied on which Purchaser and any representation or warranty by the Purchaser Group may rely in connection with the Transactions. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that the Acquired Assets are being acquired by Purchaser “as is” and “where is” and with all faults and all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (a) the completeness or accuracy of, Seller Parties or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections or in any meetings, calls or correspondence with management of any Seller or any other Person on behalf of any Seller their Affiliates or any of their respective Affiliates directors, officers, employees, stockholders, partners, members, agents or Advisors, (b) representatives beyond those expressly set forth in this Agreement and the certificates and other agreements contemplated by this Agreement and thereby. Any claims that any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf the Merger Subs may have for breach of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied representation or warranty shall be based solely on the results representations and warranties of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Purchaser Parties and the Purchaser Group have relied only on Acquired Companies set forth in ARTICLE III and the Express Representations)certificates and other agreements contemplated by this Agreement and thereby.

No Outside Reliance. Notwithstanding anything contained in this Section 4.9 (a) Each of the TKO Parties acknowledges and agrees that neither the EDR Parties nor the Company, or any other provision of this Agreement to the contrarytheir respective directors, Purchaser acknowledges officers, employees, members, partners, agents, representatives or Affiliates (or any of such Affiliates’ directors, officers, employees, members, partners, agents or representatives), has made, nor is making, any representation or warranty whatsoever, express or implied (and agreesneither TKO Party nor any of its Affiliates or their respective directors, officers, employees, stockholders, partners, members, agents or representatives) has relied on its own behalf and on behalf of the Purchaser Groupany representation, that the Express Representations are the sole and exclusive representations, warranties and statements warranty or statement of any kind made to Purchaser or by any member of the Purchaser Group and on which Purchaser and EDR Group, beyond those expressly set forth in Article III (as modified by the Purchaser Group may rely EDR Disclosure Letter), in connection with the Transactions. Purchaser acknowledges and agreesany certificate or other instruments delivered pursuant to this Agreement or in any Ancillary Agreements, on its own behalf and on behalf including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the Purchaser Groupassets of the Businesses. 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 Acquired Assets EDR Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by the TKO Parties or any of their Affiliates, agents or representatives) or management presentations that have been or shall hereafter be provided to the TKO Parties or any of their Affiliates, agents or representatives are being acquired not and will not be deemed to be representations or warranties of the EDR Parties, the Company or any of their respective directors, officers, employees, partners, members, agents, representatives or Affiliates (or any of such Affiliates’ directors, officers, employees, members, partners, agents or representatives) and no representation or warranty is made as to the accuracy or completeness of any of the foregoing or the omission of any material information, whether express or implied, except as may be expressly set forth in Article III (as modified by Purchaser the EDR Disclosure Letter). Each of the TKO Parties understands and agrees that any inventory, equipment, assets, properties and business of the Businesses are furnished “as is,” and “where is” and subject to the representations and warranties contained in Article III, with all faults and all without any other representations, warranties and statements representation or warranty of any kind nature whatsoever. For the avoidance of doubt, the foregoing shall not limit any rights and remedies in the event of Fraud. (b) Each of the EDR Parties acknowledges and agrees that neither TKO Party has made, nor is making, any representation or nature expressed warranty whatsoever, express or implied, whether beyond those expressly given in writtenArticle IV. Without limiting the generality of the foregoing, electronic it is understood that no representation or oral form, including (a) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely warranty is made as to the extent expressly set forth in the Express Representations), including in any information presentation, the Dataroom, any projections accuracy or in any meetings, calls or correspondence with management completeness of any Seller or any other Person on behalf of any Seller or any of their respective Affiliates or Advisors, (b) any other statement relating to the historical, current or future businesses, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of the Acquired Assets, the Acquired Businesses or any Seller, or the quality, quantity or condition of any Seller’s (c) any implied representation of merchantability or fitness for any particular use or purpose, (d) any implied representation regarding the use or operation of the Acquired Assets or the Acquired Businesses after the Closing in any manner, and (e) any implied representation regarding the probable success or profitability of the Acquired Assets or the Acquired Assets after the Closing, are, in each case specifically disclaimed by each Seller and that neither Purchaser nor any member of the Purchaser Group has relied on any such representations, warranties or statements. Purchaser acknowledges, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business associated with the Acquired Assets, including its results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, and, in making its determination to proceed with the Transactions, Purchaser has relied solely on the results of the Purchaser Group’s own independent investigation and verification, and has not relied on, is not relying on, and will not rely on, any Seller, the any information presentation, any projections or any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom or otherwise, in each case, whether written or oral, made or provided by, or as part of, any of the foregoing or any Seller or any of their respective Affiliates or Advisors, or any failure the omission of any of the foregoing to disclose or contain any material information, whether express or implied, except for the Express Representations (it being understood that Purchaser and the Purchaser Group have relied only on the Express Representations)as may be expressly set forth in Article IV.