Common use of Waiver of Remedies; Survival of Representations and Warranties Clause in Contracts

Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.12, the Seller Parties shall have no liability to the Buyer, the Sponsor, the RSI Companies or its and their respective successors and permitted assigns, officers, directors, managers, equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Buyer Parties”) for any and all losses that are sustained or incurred by any of the Buyer Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Sellers’ representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement. Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.12, the Buyer Parties shall have no liability to the Sellers and their respective successors and permitted assigns, officers, directors, managers, equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Seller Parties”) for any and all losses that are sustained or incurred by any of the Seller Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Buyer’s or the Sponsor’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement.

Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 7.2 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.128.11, the Seller Company Parties shall have no liability to the BuyerTrident, Merger Sub, the SponsorFounder Holders, the RSI Target Companies or its and their respective successors and permitted assigns, officers, directors, managers, direct and indirect equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Buyer Trident Parties”) for any and all losses that are sustained or incurred by any of the Buyer Trident Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Sellers’ Company’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement. Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 7.2 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.128.11, the Buyer Trident Parties shall have no liability to the Sellers Company and their respective its successors and permitted assigns, officers, directors, managers, direct and indirect equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Seller Company Parties”) for any and all losses that are sustained or incurred by any of the Seller Company Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the BuyerTrident’s or the SponsorMerger Sub’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement.

Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of FraudFraud or Willful Breach, (ii) as set forth in Section 10.2 7.2 or (iii) for claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.128.11, the Seller Parties Company shall have no liability to the BuyerArtius, the Sponsor, the RSI Companies Sponsor or its and their respective successors and permitted assigns, officers, directors, managers, direct and indirect equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Buyer Artius Parties”) for any and all losses that are sustained or incurred by any of the Buyer Artius Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Sellers’ Company’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement. Except (i) in the case of Fraud, (ii) in the event of Willful Breach, (iii) as set forth in Section 10.2 7.2 or (iiiiv) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.128.11, the Buyer Artius Parties shall have no liability to the Sellers Company and their respective its Subsidiaries, successors and permitted assigns, officers, directors, managers, direct and indirect equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Seller Company Parties”) for any and all losses that are sustained or incurred by any of the Seller Company Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Buyer’s or the Sponsor’s Artius’ representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement.

Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 9.2, or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.1210.12, the Seller Company Parties shall have no liability to the Buyer, the SponsorOppFi Companies, the RSI Companies or its and their respective successors and permitted assigns, officers, directors, managers, equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Buyer Parties”) for any and or all losses that are sustained or incurred by any of the Buyer Parties by reason of, resulting from from, or arising out of any breach of or inaccuracy in any of the Sellers’ Company’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Ancillary Agreement. Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 9.2, or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.1210.12, the Buyer Parties shall have no liability to the Sellers Company and their respective its successors and permitted assigns, officers, directors, managers, equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Seller Company Parties”) for any and or all losses that are sustained or incurred by any of the Seller Company Parties by reason of, resulting from from, or arising out of any breach of or inaccuracy in any of the Buyer’s or the Sponsor’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement.

Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 11.2 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.1212.12, the Seller ML Parties shall have no liability to the BuyerInvestor, the Sponsor, the RSI Companies Company or its and their respective successors and permitted assigns, officers, directors, managers, equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Buyer Investor Parties”) for any and all losses that are sustained or incurred by any of the Buyer Investor Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the SellersML Parties’ representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement. Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 11.2 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.1212.12, the Buyer Investor Parties shall have no liability to the Sellers ML Parties and their respective successors and permitted assigns, officers, directors, managers, equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Seller ML Parties’ Group”) for any and all losses that are sustained or incurred by any of the Seller ML Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the BuyerInvestor’s or the Sponsor’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement.

Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 9.2, or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.1210.11, the Seller Company Parties shall have no liability to the Buyer, the SponsorBioTE Companies, the RSI Companies or its and their respective successors and permitted assigns, officers, directors, managers, equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Buyer Parties”) for any and or all losses that are sustained or incurred by any of the Buyer Parties by reason of, resulting from from, or arising out of any breach of or inaccuracy in any of the Sellers’ Company’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Ancillary Agreement. Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 9.2, or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.1210.11, the Buyer Parties shall have no liability to the Sellers Company and their respective its successors and permitted assigns, officers, directors, managers, equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Seller Company Parties”) for any and or all losses that are sustained or incurred by any of the Seller Company Parties by reason of, resulting from from, or arising out of any breach of or inaccuracy in any of the Buyer’s or the Sponsor’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement.

Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of FraudFraud or Willful Breach, (ii) as set forth in Section 10.2 7.2 or (iii) for claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.128.11, the Seller Parties Company shall have no liability to the BuyerdMY, the Sponsor, the RSI Companies Sponsor or its and their respective successors and permitted assigns, officers, directors, managers, direct and indirect equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Buyer dMY Parties”) for any and all losses that are sustained or incurred by any of the Buyer dMY Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Sellers’ Company’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement. Except (i) in the case of Fraud, (ii) in the event of Willful Breach, (iii) as set forth in Section 10.2 7.2 or (iiiiv) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.128.11, the Buyer dMY Parties shall have no liability to the Sellers Company and their respective its successors and permitted assigns, officers, directors, managers, direct and indirect equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Seller Company Parties”) for any and all losses that are sustained or incurred by any of the Seller Company Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Buyer’s or the SponsordMY’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement.

Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of FraudFraud or Willful Breach, (ii) as set forth in Section 10.2 7.2 or (iii) for claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.128.11, the Seller Parties Company shall have no liability to the BuyerNocturne, the Sponsor, the RSI Companies Sponsor or its and their respective successors and permitted assigns, officers, directors, managers, direct and indirect equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Buyer Nocturne Parties”) for any and all losses that are sustained or incurred by any of the Buyer Nocturne Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Sellers’ Company’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement. Except (i) in the case of Fraud, (ii) in the event of Willful Breach, (iii) as set forth in Section 10.2 7.2 or (iiiiv) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.128.11, the Buyer Nocturne Parties shall have no liability to the Sellers Company and their respective its Subsidiaries, successors and permitted assigns, officers, directors, managers, direct and indirect equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Seller Company Parties”) for any and all losses that are sustained or incurred by any of the Seller Company Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Buyer’s or the SponsorNocturne’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement.

Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 7.2 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.128.11, the Seller NewCo Parties shall have no liability to the BuyerdMY, the Sponsor, the RSI Target Companies or its and their respective successors and permitted assigns, officers, directors, managers, direct and indirect equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Buyer dMY Parties”) for any and all losses that are sustained or incurred by any of the Buyer dMY Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Sellers’ Company’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement. Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 7.2 or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.128.11, the Buyer dMY Parties shall have no liability to the Sellers NewCo and their respective its successors and permitted assigns, officers, directors, managers, direct and indirect equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Seller NewCo Parties”) for any and all losses that are sustained or incurred by any of the Seller NewCo Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the BuyerdMY’s or the Sponsor’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement.

Waiver of Remedies; Survival of Representations and Warranties. (a) Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 7.2, or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.128.11, the Seller NewCo Parties shall have no liability to the BuyerSEAC, the Sponsor, the RSI Target Companies or its and their respective successors and permitted assigns, officers, directors, managers, direct and indirect equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Buyer SEAC Parties”) for any and all losses that are sustained or incurred by any of the Buyer SEAC Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the Sellers’ Company’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement. Except (i) in the case of Fraud, (ii) as set forth in Section 10.2 7.2, or (iii) claims to enforce the performance of the covenants required to be performed in whole or in part after the Closing in accordance with Section 11.128.11, the Buyer SEAC Parties shall have no liability to the Sellers NewCo and their respective its successors and permitted assigns, officers, directors, managers, direct and indirect equityholders, members, partners, employees, Affiliates, agents and representatives (collectively, the “Seller NewCo Parties”) for any and all losses that are sustained or incurred by any of the Seller NewCo Parties by reason of, resulting from or arising out of any breach of or inaccuracy in any of the BuyerSEAC’s or the Sponsor’s representations or warranties or breach of any covenant to the extent providing for performance prior to the Closing contained in this Agreement or any certificate delivered in connection with this Agreement.