Common use of No Outside Reliance Clause in Contracts

No Outside Reliance. Notwithstanding anything contained in this Section 5.11 or any other provision hereof, RMG II and its directors, officers, employees, stockholders, partners, members and representatives, acknowledges and agrees that RMG II has made its own investigation of the Company and the Major Shareholders and that neither the Company, the Major Shareholders nor any of their respective Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV and the Major Shareholders in Article VII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries or the Major Shareholders. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by RMG II or its Representatives) or reviewed by RMG II pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to RMG II 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 of the Major Shareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV and Article VII of this Agreement. Except as otherwise expressly set forth in this Agreement, RMG II understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and, except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 5.11 or any Agreement to the contrary, each of Acquiror and Merger Sub (on its own behalf and on behalf of each other provision hereof, RMG II and its directors, officers, employees, stockholders, partners, members and representatives, Acquiror Party) acknowledges and agrees that RMG II has made its own investigation of the Company and the Major Shareholders and that (a) neither the Company, the Major Shareholders any Seller Party nor any of their respective Affiliates, agents or representatives other Person is making any representation representations or warranty warranties whatsoever, oral or written, express or implied, at law or in equity, relating to or with respect to this Agreement or the transactions contemplated hereby to Acquiror, Merger Sub or any other Acquiror Party beyond those expressly given by the Company in Article IV (as qualified by the Schedules), any Letter of Transmittal and the Major Shareholders certificate contemplated by Section 9.2(c), (b) it is not relying and has not relied on any representations or warranties and hereby expressly disclaims any representations or warranties other than those representations and warranties expressly given in Article VIIIV (as qualified by the Schedules), including any implied warranty Letter of Transmittal and the certificate contemplated by Section 9.2(c), (c) except for the representations and warranties expressly given in Article IV (as qualified by the Schedules), any Letter of Transmittal and the certificate contemplated by Section 9.2(c), it is not relying and has not relied on any representations or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to warranties made by any Person in respect of (i) the assets and the business of the Company or its Subsidiaries or the Major Shareholders. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by RMG II or its Representativesii) or reviewed by RMG II pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to RMG II 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 of the Major Shareholders, and no representation or warranty is made as to the accuracy or completeness of any financial information, financial projections, forecasts, budgets, confidential information memorandum or any other document or information made available to any Acquiror Party or any other Person (including information in the Data Room or provided in any formal or informal management presentation), and (d) it (i) has conducted to its satisfaction its own independent investigation, review and analysis of the foregoing except as may be expressly set forth in Article IV and Article VII of this Agreement. Except as otherwise expressly set forth in this Agreementbusiness, RMG II understands and agrees that any operations, assets, properties liabilities, results of operations, financial condition, technology and prospects of the business and operations of the Company and its Subsidiaries are furnished “as is”and (ii) is an informed and sophisticated Person, “where is” and, except as otherwise provided and has engaged advisors experienced in the representations evaluation and warranties contained in Article IV, with all faults purchase of companies such as the Company and without any other representation or warranty the Subsidiaries of any nature whatsoeverthe Company as contemplated hereunder.

No Outside Reliance. Notwithstanding anything contained in this Section 5.11 Article III or any other provision hereof, RMG II Company and its Subsidiaries and any of their respective directors, officers, employees, partners, members or representatives, acknowledge and agree that Company has made its own investigation of the SPAC and Holdings and that neither the SPAC, Holdings nor any of their Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members and representatives, acknowledges and agrees that RMG II has made its own investigation of the Company and the Major Shareholders and that neither the Company, the Major Shareholders nor any of their respective Affiliatesmembers, agents or representatives representatives, is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company SPAC and Holdings in Article IV and the Major Shareholders in Article VIIV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company SPAC or its Subsidiaries or the Major ShareholdersHoldings. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by RMG II Company or its Representatives) representatives or reviewed by RMG II pursuant to the Confidentiality AgreementCompany) or management presentations that have been or shall hereafter be provided to RMG II Company or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company SPAC or any of the Major ShareholdersHoldings, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV and Article VII V of this Agreement. Except as otherwise expressly set forth in this Agreement, RMG II Company understands and agrees that any assets, properties and business of the Company SPAC and its Subsidiaries Holdings are furnished “as is”, “where is” and, and subject to and except as otherwise provided in the representations and warranties contained in Article IVV or any certificate delivered in accordance with Section 8.03(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 5.11 Article III or any other provision hereof, RMG II Company and its Subsidiaries and any of their respective directors, officers, employees, stockholders, partners, members and or representatives, acknowledges acknowledge and agrees agree that RMG II Company has made its own investigation of the Company SPAC and the Major Shareholders Holdings and that neither the CompanySPAC, the Major Shareholders Holdings nor any of their Affiliates, nor any of their respective Affiliatesdirectors, officers, employees, shareholders, partners, members, agents or representatives representatives, is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company SPAC and Holdings in Article IV and the Major Shareholders in Article VIIIV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company SPAC or its Subsidiaries or the Major ShareholdersHoldings. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by RMG II Company or its Representatives) representatives or reviewed by RMG II pursuant to the Confidentiality AgreementCompany) or management presentations that have been or shall hereafter be provided to RMG II Company or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company SPAC or any of the Major ShareholdersHoldings, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV and Article VII of this Agreement. Except as otherwise expressly set forth in this Agreement, RMG II Company understands and agrees that any assets, properties and business of the Company SPAC and its Subsidiaries Holdings are furnished “as is”, “where is” and, and subject to and except as otherwise provided in the representations and warranties contained in Article IVIV or any certificate delivered in accordance with Section 8.03(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 5.11 Article V or any other provision hereof, RMG II Acquiror and its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members and or representatives, acknowledges acknowledge and agrees agree that RMG II Acquiror has made its own investigation of the Company and the Major Shareholders and that neither the Company, the Major Shareholders Company nor any of its Affiliates or any of their respective Affiliatesdirectors, officers, employees, stockholders, partners, members, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV and the Major Shareholders or any certificate delivered in Article VIIaccordance with Section 9.02(b), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries or the Major ShareholdersSubsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “"data room” " (whether or not accessed by RMG II Acquiror or its Representativesrepresentatives) or reviewed by RMG II Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to RMG II Acquiror 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 of the Major ShareholdersCompany, 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 and Article VII of this AgreementAgreement or any certificate delivered in accordance with Section 9.02(b). Except as otherwise expressly set forth in this Agreement, RMG II Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “"as is”", “"where is” and, " and subject to and except as otherwise provided in the representations and warranties contained in Article IVIV or any certificate delivered in accordance with Section 9.02(b), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 5.11 ARTICLE V or any other provision hereof, RMG II SPAC and its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members or Representatives, acknowledge and representatives, acknowledges and agrees agree that RMG II SPAC has made its own investigation of the Company and the Major Shareholders Florida and that neither the Company, the Major Shareholders Florida nor any of its Affiliates or any of their respective Affiliatesdirectors, officers, employees, stockholders, partners, members, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Florida in Article ARTICLE IV and the Major Shareholders or any certificate delivered in Article VIIaccordance with Section 8.02(a), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries Florida or the Major ShareholdersFlorida 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 Florida Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by RMG II SPAC or its Representatives) or reviewed by RMG II SPAC pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to RMG II SPAC or any of its Affiliates, agents or representatives Representatives are not and will not be deemed to be representations or warranties of the Company or any of the Major ShareholdersFlorida, 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 ARTICLE IV and Article VII of this Agreementor any certificate delivered in accordance with Section 8.02(a). Except as otherwise expressly set forth in this Agreement, RMG II SPAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries Florida Entities are furnished “as is”, “where is” and, and subject to and except as otherwise provided in the representations and warranties contained in Article IVARTICLE IV or any certificate delivered in accordance with Section 8.02(a), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Section 5.11 Article IV or any other provision hereof, RMG II Acquiror and its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members and or representatives, acknowledges acknowledge and agrees agree that RMG II Acquiror has made its own investigation of the Company and the Major Shareholders its Subsidiaries and that neither the Company, the Major Shareholders Company nor any of its Affiliates or any of their respective Affiliatesdirectors, officers, employees, partners, members, agents or representatives Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV and the Major Shareholders III or any certificate delivered in Article VIIaccordance with Section 8.02(d), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company and its Subsidiaries, and each of the Acquiror Parties, on its own behalf and on behalf of their Affiliates and its and their directors, officers, employees, partnership, members or its Subsidiaries Representatives, disclaim reliance on any representations and warranties, express or implied, other than those expressly given by the Major ShareholdersCompany in Article III or any certificate delivered in accordance with Section 8.02(d). 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 Acquiror 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 RMG II Acquiror or its Representativesrepresentatives) or reviewed by RMG II Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to RMG II Acquiror or any of its Affiliates, agents Affiliates or representatives their respective Representatives are not and will not be deemed to be representations or warranties of the Company or any of the Major ShareholdersCompany, 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 and Article VII III of this AgreementAgreement or any certificate delivered in accordance with Section 8.02(d). Except as otherwise expressly set forth in this Agreement, RMG II Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and, and subject to and except as otherwise provided in the representations and warranties contained in Article IVIII or any certificate delivered in accordance with Section 8.02(d), with all faults and without any other representation or warranty of any nature whatsoever.