Common use of No Additional Representations or Warranties Clause in Contracts

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V, (a) neither Buyer nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Buyer or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Additional Representations or Warranties. The Company Buyer and Merger Subs hereby acknowledges acknowledge and agrees agree that, except for the representations and warranties set forth in Article VIV or in the case of fraud, (a) neither Buyer the Company nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Buyer the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer the Company set forth in Article V IV or in the case of fraud) neither the Company Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V, (a) neither Each of the Buyer nor any Parties acknowledges that it and its Subsidiariesrepresentatives have received access to such books and records, Affiliatesfacilities, stockholders or representativesequipment, or any contracts and other Person, has made or is making any express or implied representation or warranty with respect to Buyer or any assets of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to and the Company Subsidiaries which it and its representatives have desired or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwiserequested to review, and that it and its representatives have had full opportunity to meet with the management of the Company and the Company Subsidiaries and to discuss the business and assets of the Company and the Company Subsidiaries. (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation Each of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and Buyer Parties acknowledges that (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraudi) neither the Company nor any of its Affiliatesperson has made any representation or warranty, stockholders express or representativesimplied, or any other Person, has relied on any such information (including as to the accuracy or completeness thereofof any information regarding the Company furnished or made available to the Buyer Parties and each of their respective representatives except as expressly set forth in Article IV (which includes the Company Disclosure Schedule and the Company SEC Reports) and (ii) except as contemplated by this Agreement, neither the Company, its Affiliates, or their respective subsidiaries, stockholders, controlling persons, including Alleghany Corporation or its Affiliates, or representatives nor any other person, shall be subject to any liability or responsibility whatsoever to the Buyer Parties or their respective Affiliates or any of their respective subsidiaries, stockholders, controlling persons, or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) resulting from or based upon the Company’s making available to the Buyer Parties any information or Parent’s use of any such information. The term “information” as used in this Section 5.12(b) includes any information, documents or material in the due diligence materials provided to the Buyer Parties and their respective representatives, including in the “data room,” management presentations (formal or informal), any statement, document or agreement delivered pursuant to this Agreement, any financial statements and any projections, forecasts, estimates or other forward-looking information (including in any management presentations, information or descriptive memorandum, supplemental information or other materials or information with respect to any of the foregoing) provided or otherwise made available to the Buyer Parties or any of their Affiliates, stockholders, controlling persons or representatives or in any other form in connection with the transactions contemplated by this Agreement.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as otherwise expressly provided in Article VIII (as modified by the Company Disclosure Schedule), (a) neither Buyer nor any its Subsidiaries, Affiliates, stockholders or representatives, or Purchaser hereby expressly disclaims and negates any other Person, has made or is making any express or implied representation or warranty with respect whatsoever (whether at Law or in equity) concerning the Sellers, the Company, their Affiliates, and any matter relating to Buyer any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or concerning the accuracy or completeness of any other information made available to Purchaser, its respective Affiliates or any of its Subsidiaries or Affiliates or their respective business Representatives by, or operationson behalf of, including with respect to Purchaser, and any information provided such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly outlined in this Agreement, Purchaser hereby acknowledges and agrees that none of the Sellers, the Company, nor any other Person on behalf of the Sellers or the Company has made or makes any representation or warranty, whether express or implied, concerning any projections, forecasts, estimates or budgets made available to the Company Purchaser, its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Purchaser, its Affiliates, stockholders respective Affiliates or representatives, any of their respective Representatives or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of that any such information provided representations or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)are expressly disclaimed.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as provided in Article VIII or in the case of intentional fraud, (a) neither Buyer nor any the Company, its Subsidiaries, nor any of their Affiliates, stockholders nor any of their respective equityholders, partners, members or representativesRepresentatives has made, or is making, any other Person, has made or is making any express or implied representation or warranty with respect whatsoever to Buyer SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Subsidiaries Affiliates or Affiliates its or their respective business or operationsRepresentatives, including with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders the prospects (financial or representatives, otherwise) or any other Person, will have the viability or be subject to any Liability or other obligation likelihood of success of the business of any kind or nature to of the Company or and its Subsidiaries as conducted after the Closing, as contained in any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use materials provided by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer Affiliates or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, their respective stockholders, partners, members or representatives, Representatives or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)otherwise.

No Additional Representations or Warranties. The Company hereby Except for the specific representations and warranties expressly made by the Shareholder in Article IV, (a) the Purchaser acknowledges and agrees thatthat (i) neither the Company nor the Shareholder is making or has made any representation or warranty, except express or implied, at law or in equity, in respect of the Company, its Subsidiaries, or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Company and its Subsidiaries, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Company or any Subsidiary furnished to the Purchaser or its Representatives or made available to the Purchaser or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever, and (ii) no Representative of the Shareholder, the Company or any of its Subsidiaries has any authority, express or implied, to make any statements, representations, warranties or agreements regarding the transactions contemplated by and the subject matter of this Agreement not specifically set forth in this Agreement and subject to the express remedies and limitations thereon herein provided; (b) the Purchaser specifically disclaims that it is relying upon or has relied upon any such other statements, representations or warranties that were made by any Person, and acknowledges and agrees that the Company and the Shareholder have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (c) the Purchaser specifically disclaims any obligation or duty by the Shareholder, the Company or its Subsidiaries to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article V, IV; and (ad) neither Buyer nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or the Purchaser is making any express or implied representation or warranty with respect to Buyer or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available acquiring the Company subject only to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express specific representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)IV.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V, (a) Except as provided in this Article IV (as modified by the Company Disclosure Letter) or in the Company Closing Certificate, neither Buyer the Company nor any other Person on behalf of the Company or its Subsidiaries, Affiliates, stockholders or representativesSubsidiaries makes, or any other Personhas made, has made or is making any express or implied representation or warranty with respect to Buyer the Company, any of its Subsidiaries, or with respect to any other information provided to Parent, Merger Sub or their respective Affiliates or other Representatives, in connection with entering into this Agreement and proceeding with the Transactions or otherwise, including the accuracy, completeness or timeliness thereof. (b) The Company acknowledges that neither Parent nor Merger Sub nor any other Person on behalf of Parent or Merger Sub makes, or has made, and the Company has not relied upon, any express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company, any of its Subsidiaries or Affiliates any of its or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, Representatives in connection with entering into this Agreement, Agreement and proceeding with the transactions contemplated hereby Transactions or otherwise, including the accuracy, completeness or timeliness thereof, other than the representations and warranties contained in Article V (bas modified by the Parent Disclosure Letter) or in the Parent Closing Certificate. The Company acknowledges and agrees that, to the fullest extent permitted by Applicable Law, neither Buyer nor its Subsidiaries, Parent and Merger Sub and their respective Affiliates, stockholders stockholders, controlling Persons or representativesother Representatives shall not have any liability or responsibility whatsoever to the Company, its Subsidiaries or their respective Affiliates, stockholders, controlling Persons or other Representatives or any other PersonPerson on any basis (including in contract or tort, will have under federal or be subject to any Liability state securities Laws or other obligation of any kind or nature to the Company or any of its Affiliatesotherwise) based upon, stockholders or representatives, or any other Personrelated to, resulting from the delivery, dissemination or arising out of (i) any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Personinformation, including any information, documents, projections, estimates, projections, forecasts or other forward-looking informationmaterial, business plans or other material provided or made available to the Company Company, any of its Subsidiaries or any of its Affiliatesor their respective Affiliates or other Representatives in connection with entering into this Agreement and proceeding with the Transactions, stockholdersincluding the Merger (including in any electronic data room maintained for purposes of the Transactions), or representatives, (ii) any statements made (or any other Person in anticipation or contemplation omissions therefrom) to the Company, any of the Merger, the issuance of the Merger Consideration its Subsidiaries or any of its or their respective Affiliates or other transaction contemplated by this AgreementRepresentatives, except as and (subject only to the express representations and warranties of Buyer extent expressly set forth in Article V (as modified by the Parent Disclosure Letter) or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)Parent Closing Certificate.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as provided in Article VIV or in the case of intentional fraud, (a) neither Buyer SPAC nor any of its Subsidiaries, Affiliates, stockholders nor any of its equityholders, partners, members or representativesRepresentatives has made, or is making, any other Person, has made or is making any express or implied representation or warranty whatsoever to the Company, its Subsidiaries or holders of Company Ordinary Shares, and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Caravelle Companies or its or their respective Representatives, with respect to Buyer SPAC or any of its Subsidiaries or Affiliates or Affiliates, their respective business equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, including or with respect to the accuracy or completeness of any other information provided or made available to the Company Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, stockholders whether orally or representativesin writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other Person, or, except as otherwise expressly set forth form in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this AgreementTransactions, and (subject to the express representations and warranties of Buyer set forth except as provided in Article V IV or in the case of intentional fraud) neither the Company nor any , no such party shall be liable in respect of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures).

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V, (a) Except as provided in Article IV or in any certificate to be delivered by the Company or any Applicable Acquired Company in connection with this Agreement, Parent and each Merger Sub acknowledge and agree that neither Buyer the Company nor any of its Subsidiaries or Representatives makes, and neither Parent nor any of its Subsidiaries has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, Affiliates, stockholders or representatives, any of their respective Representatives or any other PersonPerson or with respect to any other information provided or made available to Parent, has made each Merger Sub or is making any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries or any of their respective Representatives or any other Person in connection with the Transactions or otherwise. (b) Except as provided in this Article V or in any certificate to be delivered by Parent or either Merger Sub in connection with this Agreement, neither Parent nor any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty with respect to Buyer any member of the Apollo Group or any of its Subsidiaries respective Subsidiaries, or Affiliates or their respective business or operations, including with respect to any information provided their respective businesses, operations, properties, assets, liabilities, condition (financial or made available to the Company otherwise) or any of its Affiliates, stockholders or representativesprospects, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or and other forward-looking information, information or business plans or other material and strategic plan information regarding the Apollo Group provided or made available to the Company Company, OpCo or any of its Affiliatestheir respective Affiliates in connection with the Transactions, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy accuracy, completeness or completeness timeliness thereof).

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V, (a) neither Buyer nor any Except as provided in Article III or in the case of intentional fraud, (i) none of the Company, its Subsidiaries, Affiliates, stockholders or representatives, Subsidiaries or any other Personof their respective Affiliates or any of their respective equityholders, partners, members or Representatives (each, a “Company Party”) has made or is making any express or implied representation or warranty with respect whatsoever to Buyer SPAC; (ii) the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Subsidiaries Affiliates or Affiliates its or their respective business or operationsRepresentatives, including with respect to any of the Leading Group Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to the Company SPAC, its affiliates or any of its Affiliates, stockholders or representativestheir respective Representatives by, or on behalf of, any of the Leading Group Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms”, management presentations, due diligence discussions or in any other Person, or, except as otherwise expressly set forth form in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, Transactions; and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraudiii) neither the Company nor any other Company Party shall be liable in respect of the accuracy or completeness of any such information. (b) Without limiting the generality of Section4.22(a), except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its Affiliatesaffiliates or any of their respective Representatives of future revenues, stockholders future results of operations (or representativesany component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Leading Group Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other Person, has relied and, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. (c) SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Leading Group Companies and the Transactions. Except as provided in Article III or in the case of intentional fraud, SPAC is not relying on any such information representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (including financial or otherwise) or the accuracy viability or completeness thereof)likelihood of success of the business of any of the Company and its Subsidiaries as conducted after the Closing.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except Except for the representations and warranties set forth expressly contained in this Article V2 (as qualified by the Disclosure Schedules to the extent provided by the express terms and conditions (including limitations and exclusions) of this Agreement) (it being understood that Purchaser, (a) Merger Sub and each of their Representatives have relied only on such express representations and warranties), Purchaser and Merger Sub each acknowledge and agree, on its own behalf and on behalf of their Representatives, that neither Buyer the Company nor any its Subsidiariesother Person on behalf of the Company makes, Affiliatesand neither Purchaser, stockholders Merger Sub nor any of their Representatives has relied on, the accuracy or representatives, or any other Person, has made or is making completeness of any express or implied representation or warranty (including any representation or warranty, express or implied, as to the quality, merchantability, fitness of a particular purpose or condition of assets) with respect to Buyer the Barteca Entities or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any statement or information of any nature made or provided by any Person or any information, statements, disclosures, documents, projections, forecasts or other materials made available to Purchaser, Merger Sub or any of their respective Representatives in that certain datasite administered by DropBox, Inc. (the “Dataroom”) or otherwise on behalf of the Company or any of its AffiliatesRepresentatives to Purchaser, stockholders or representatives, Merger Sub or any of their respective Representatives. Each of Purchaser and Merger Sub (i) acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts and other Person, or, except materials and (ii) take full responsibility for making its own evaluation as otherwise expressly set forth in to the accuracy and adequacy of the materials so furnished to them or to their respective Representatives. Without limiting the foregoing or any of Purchaser’s or Merger Sub’s rights or remedies under this Agreement, had or has any duty or obligation to provide any information to neither the Company or any of its Affiliates, stockholders or representatives, or nor any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, Person will have or be subject to any Liability or other obligation of any kind or nature liability whatsoever to the Company or any of its AffiliatesPurchaser, stockholders or representatives, Merger Sub or any other Person, to the extent resulting from the delivery, dissemination or any other distribution to the Company Purchaser, Merger Sub or any of its Affiliates, stockholders or representativestheir Representatives, or any other PersonPurchaser’s, or the use by the Company Merger Sub’s or any of its Affiliatestheir Representatives use of or reliance on, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Personinformation, including any information, statements, disclosures, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or materials made available to the Company Purchaser, Merger Sub or any of its Affiliates, stockholders, their Representatives in the Dataroom or representatives, or any other Person otherwise in anticipation or contemplation expectation of the Merger, the issuance of the Merger Consideration or any other transaction transactions contemplated by this Agreement, and (subject Agreement or any discussions with respect to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)foregoing information.

No Additional Representations or Warranties. The Company hereby acknowledges Except as expressly and agrees that, except for the representations and warranties specifically set forth in Article Vthis ‎Article 3 , (a) neither Buyer nor none of Seller, any its Subsidiaries, Affiliates, stockholders or representatives, Company or any other Personof their respective Related Parties has made, has made or is making and shall not be construed as having made or making, any express or implied representation or warranty with respect whatsoever to Buyer or any of its Subsidiaries Related Parties, at law or Affiliates in equity, and each hereby expressly disclaims any such other representations or their respective business warranties (including as to the accuracy or operations, including with respect to completeness of any information provided to Buyer or any of its Related Parties). Without limiting the generality of the foregoing, none of Seller, any Company or any of their respective Related Parties has made or is making and shall not be construed as having made or making, any express or implied representation or warranty of any nature and shall not be liable in respect of: (i) any projections, estimates or budgets delivered to or made available to the Company or provided to Buyer or any of its AffiliatesRelated Parties of future revenues, stockholders future results of operations (or representativesany component thereof), future cash flows or future financial condition (or any component thereof) of the Companies or any other Person or the future business and operations of the Companies or any other Person, orexcept to the extent arising out of, attributable to or resulting from Fraud or (ii) any other information or documents made available to Buyer or its Related Parties whether orally or in writing (including in the “data room”, functional “break-out” discussions, responses to questions submitted on behalf of Buyer or its Related Parties or otherwise) with respect to the Companies or any other Person or their respective businesses or operations (including as to the accuracy or completeness of any such information or documents), except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)‎Article 3.

No Additional Representations or Warranties. The Company hereby Buyer acknowledges and agrees thatthat it (i) has made its own inquiry and investigation into, except for and, based thereon, has formed an independent judgment concerning, the representations Business, the Properties and warranties set forth in Article Vthe Facilities and (ii) has been furnished with or given adequate access to such representatives of the Sellers, (a) and books, records and other information about the Business as it has requested. The Buyer acknowledges that neither Buyer the Sellers nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, Person has made any representation or is making any warranty, express or implied representation implied, as to the accuracy or warranty with respect to Buyer or any completeness of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided regarding the Sellers, the Facilities, the Properties or made available to the Company or any of its Affiliates, stockholders or representatives, or any other Person, orBusiness, except as otherwise expressly set forth in this AgreementAgreement and the Disclosure Schedules. The Buyer further agrees that, had or has any duty or obligation to provide any information except to the Company extent of fraud or intentional misconduct, neither the Sellers nor any other person shall have, or be subject to, any Liability to either of its Affiliates, stockholders or representatives, the Buyer or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, person resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Personto, or the use by by, the Company or Buyer, any of its financiers and any of its respective directors, officers, employees, agents, stockholders, Affiliates, stockholders consultants, counsel, accountants, investment bankers or representativesrepresentatives of any such information, including the descriptive memorandum prepared by UBS and any information, document or material made available to them in the “data room” or an internet site provided by the Sellers, management presentations or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to form in connection with the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction transactions contemplated by this AgreementAgreement (all of the foregoing, the “Diligence Materials”). With respect to any such projection or forecast delivered by or on behalf of Sellers to Buyer, the Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraudiv) neither the Company nor it shall have no claim against any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)Seller with respect thereto.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as provided in Article VIV or in the case of intentional fraud, (a) neither Buyer SPAC nor any of its Subsidiaries, Affiliates, stockholders nor any of its equityholders, partners, members or representativesRepresentatives has made, or is making, any other Person, has made or is making any express or implied representation or warranty whatsoever to the Company, its Subsidiaries or holders of Company Shares, and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Nettar Companies or its or their respective Representatives, with respect to Buyer SPAC or any of its Subsidiaries or Affiliates or Affiliates, their respective business equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, including or with respect to the accuracy or completeness of any other information provided or made available to the Company Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, stockholders whether orally or representativesin writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other Person, or, except as otherwise expressly set forth form in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this AgreementTransactions, and (subject to the express representations and warranties of Buyer set forth except as provided in Article V IV or in the case of intentional fraud) neither the Company nor any , no such party shall be liable in respect of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Nettar Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures).

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except Except for the representations and warranties of the Vendor and the Corporation expressly set forth in this Article V2 regarding the Vendor and the Corporation, as applicable, in each case, as qualified by the Schedules and in - -20 - accordance with the express terms and conditions (aincluding limitations and exclusions) of this Agreement (the “Express Representations”) (it being understood that the Purchaser has relied only on such Express Representations), the Purchaser acknowledges and agrees, on its own behalf and on behalf of any Purchaser’s Indemnified Party, that neither Buyer the Corporation nor any its Subsidiariesother Person on behalf of the Corporation makes, Affiliatesand the Purchaser has not relied on, stockholders and is not relying on, the accuracy or representatives, or any other Person, has made or is making completeness of any express or implied representation or warranty with respect to Buyer the Corporation or with respect to any statement or information of any nature made or provided by any Person, any information, statements, disclosures, documents, projections, forecasts or other material made available to the Purchaser or any of its Subsidiaries or Affiliates or their respective business Representatives in that certain datasite “Project Seitel” administered by Intralinks (the “Dataroom”), or operations, including with respect to any information provided or made available to the Company projections on behalf of the Corporation or any of its Affiliates, stockholders Affiliates or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information Representatives to the Company Purchaser or any of its AffiliatesAffiliates or Representatives. Without limiting the foregoing, stockholders or representatives, or neither the Corporation nor any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, Person will have or be subject to any Liability or other obligation of any kind or nature liability whatsoever to the Company or any of its Affiliates, stockholders or representativesPurchaser, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company Purchaser or any of its Affiliates or Representatives, or the Purchaser or any of its Affiliates’ or Representatives’ use of or reliance on, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiariesinformation, Affiliates, stockholders or representatives, or any other Person, including any information, statements, disclosures, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company Purchaser or any of its Affiliates, stockholders, Affiliates or representatives, Representatives in the Dataroom or otherwise provided to the Purchaser in expectation of the transactions or any other Person in anticipation or contemplation discussions with respect to any of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)foregoing information.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees thatNotwithstanding the delivery or disclosure to Acquiror, except for the representations and warranties set forth in Article V, (a) neither Buyer nor any of its Subsidiaries, Affiliates, stockholders Affiliates or representatives, any of their respective Representatives or any other PersonPerson of any documentation or other information (including any financial projections or other supplemental data), has made except as expressly provided in this Article IV, or is making any express or implied representation or warranty with respect to Buyer or any of its Subsidiaries or Affiliates or their respective business or operationsas may be separately stated in writing in the Ancillary Agreements, including with respect to any information provided or made available to the Company or neither Panavision nor any of its Affiliates, stockholders nor any of their respective directors, officers, managers, employees, stockholders, partners, members or representativesother Representatives (the “Panavision Related Group”), has made, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwiseis making, and Panavision (bon behalf of itself and each of them) to the fullest extent permitted by Lawexpressly disclaims, neither Buyer nor its Subsidiaries, Affiliates, stockholders any representation or representatives, or any other Person, will have or be subject to any Liability or other obligation warranty of any kind or nature nature, express or implied (including any representation or warranty of merchantability, usage, suitability or fitness for a particular purpose with respect to their assets, any part thereof, the workmanship thereof, and the absence of any defects therein, whether latent or patent, it being understood and agreed that, except as expressly provided in this Article IV, or as may be separately stated in writing in the Ancillary Agreements, such assets are being acquired “as is, where is” on the Closing Date and in their present condition), whatsoever to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, their Affiliates or, with respect to the Company Transactions, any other Person (including with respect to the condition, value or quality of the acquired equity interests or businesses or assets of the Panavision Group). Without limiting the foregoing, no member of the Panavision Related Group shall be liable in respect of or have any liability or indemnification obligations to any Person with respect to the accuracy or completeness of any such documentation or other information provided to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, any of its Affiliates, stockholders or representatives, their respective Affiliates or any other Person, resulting from the delivery, dissemination or Person (including any other distribution to the Company or Representatives of any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, foregoing) (including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company Acquiror or any of its Affiliates, stockholders, respective Affiliates or representatives, Representatives in certain “data rooms” or any other Person management presentations or otherwise in anticipation or contemplation expectation of the Merger, the issuance of the Merger Consideration or any other transaction Transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements or any discussion with respect to any of the foregoing information), unless and (subject to the express representations extent such documentation or other information is expressly included in any representation or warranty made in this Article IV or the Ancillary Agreements and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)there is Actual Fraud.

No Additional Representations or Warranties. The Company Buyer and Merger Subs hereby acknowledges acknowledge and agrees agree that, except for the representations and warranties set forth in Article V‎Article IV or in the case of fraud, (a) neither Buyer the Company nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Buyer the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company Buyer or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer the Company or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company Buyer or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer the Company set forth in Article V ‎Article IV or in the case of fraud) neither the Company Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Additional Representations or Warranties. The Company hereby acknowledges Seller is entering into this Agreement and agrees thatto consummate the Transactions without reliance upon any express or implied representations or warranties of any nature made by Buyer or any of its directors, officers, employees, unitholders, stockholders, partners, members, advisors or other representatives, except as specifically and expressly set forth in Article 4, any Transaction Agreement to which Buyer or Sponsor is a party or any certificate delivered by or on behalf of Buyer or Sponsor in connection with this Agreement or the Transactions. Except as expressly and specifically set forth in this Article 3 (as modified by the Seller Disclosure Schedule) or in any other Transaction Agreement to which Seller is or will be party or in any certificate expressly required to be delivered by Seller to Buyer under this Agreement, none of Seller, the Company Entities or any of their respective Affiliates, nor any of their respective directors, officers, employees, unitholders, stockholders, partners, members, advisors or other Representatives has made, or is making and shall not be construed as having made or making, any express or implied representation or warranty whatsoever to Buyer or any of its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information (including any projections on the future performance of the Company Entities) provided to Buyer or any of its Affiliates, or any of their respective directors, officers, employees, unitholders, stockholders, partners, members, advisors or other representatives. Further, Seller, the Company Entities and each of their respective Affiliates expressly disclaim any and all liability and responsibility for any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to Buyer or any other Person (including information in the Data Room or provided in any formal or informal management presentation), except for the representations and warranties set forth in Article V, (a) neither Buyer nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Buyer or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information 3 (including the accuracy Seller Disclosure Schedule) any other Transaction Agreement or completeness thereof)any certificate expressly required to be delivered by Seller to Buyer under this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED BY THE COMPANY OR SELLER IN THIS ARTICLE 3 (INCLUDING THE SELLER DISCLOSURE SCHEDULE) OR IN ANY OTHER TRANSACTION AGREEMENT TO WHICH SELLER IS OR WILL BE PARTY OR IN ANY CERTIFICATE EXPRESSLY REQUIRED TO BE DELIVERED BY SELLER TO BUYER UNDER THIS AGREEMENT, NONE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES TO BUYER OR ANY OF ITS AFFILIATES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPANY, ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE BUSINESSES, OPERATIONS, PROPERTIES, LIABILITIES OR OBLIGATIONS, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except Except for the representations and warranties set forth expressly contained in this Article V4 (as qualified by the Disclosure Schedules to the extent provided by the express terms and conditions (including limitations and exclusions) of this Agreement) (it being understood that Purchaser, (a) Merger Sub and each of their Representatives have relied only on such express representations and warranties), Purchaser and Merger Sub each acknowledge and agree, on its own behalf and on behalf of their Representatives, that neither Buyer the such Blocker nor any its Subsidiariesother Person on behalf of such Blocker makes, Affiliatesand neither Purchaser, stockholders Merger Sub nor any of their Representatives has relied on, the accuracy or representatives, or any other Person, has made or is making completeness of any express or implied representation or warranty (including any representation or warranty, express or implied, as to the quality, merchantability, fitness of a particular purpose or condition of assets) with respect to Buyer such Blocker or with respect to any statement or information of any nature made or provided by any Person or any information, statements, disclosures, documents, projections, forecasts or other materials made available to Purchaser, Merger Sub or any of their respective Representatives in the Dataroom or otherwise on behalf of such Blocker or any of its Subsidiaries or Affiliates or their respective business or operationsRepresentatives to Purchaser, including with respect to any information provided or made available to the Company Merger Sub or any of their respective Representatives. Each of Purchaser and Merger Sub (i) acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts and other materials and (ii) take full responsibility for making its Affiliates, stockholders own evaluation as to the accuracy and adequacy of the materials so furnished to them or representatives, to their respective Representatives. Without limiting the foregoing or any other Person, or, except as otherwise expressly set forth in of Purchaser’s or Merger Sub’s rights or remedies under this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or neither such Blocker nor any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, Person will have or be subject to any Liability or other obligation of any kind or nature liability whatsoever to the Company or any of its AffiliatesPurchaser, stockholders or representatives, Merger Sub or any other Person, to the extent resulting from the delivery, dissemination or any other distribution to the Company Purchaser, Merger Sub or any of its Affiliates, stockholders or representativestheir Representatives, or any other PersonPurchaser’s, or the use by the Company Merger Sub’s or any of its Affiliatestheir Representatives use of or reliance on, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Personinformation, including any information, statements, disclosures, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or materials made available to the Company Purchaser, Merger Sub or any of its Affiliates, stockholders, their Representatives in the Dataroom or representatives, or any other Person otherwise in anticipation or contemplation expectation of the Merger, the issuance of the Merger Consideration or any other transaction transactions contemplated by this Agreement, and (subject Agreement or any discussions with respect to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)foregoing information.

No Additional Representations or Warranties. The (a) Notwithstanding the delivery or disclosure to the Companies, the SIM Sellers, the Holder Representatives or any of their respective Affiliates or Representatives or any other Person of any documentation or other information, except as expressly provided in this Article VII, or as may be separately stated in writing in the Ancillary Agreements, none of Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub or their respective Affiliates, or any of their respective directors, officers, managers, employees, stockholders, partners, members or other Representatives (the “Acquiror Related Group”), has made, or is making, and Acquiror, Panavision Acquisition Sub and SIM Acquisition Sub (on behalf of themselves and each of them) expressly disclaim, any representation or warranty of any kind or nature, express or implied, whatsoever to the Companies, the SIM Sellers, the Holder Representatives, any of their respective Affiliates or any other Person with respect to the Transactions. Without limiting the foregoing, no member of the Acquiror Related Group shall be liable in respect of or have any liability or indemnification obligations to any Person with respect to the accuracy or completeness of any such documentation or other information provided to the Companies, the SIM Sellers, the Holder Representatives, any of their respective Affiliates or any other Person (including any Representatives of any of the foregoing) (including any information made available to any such Person in expectation of the Transactions contemplated by this Agreement or any of the Ancillary Agreements or any discussion with respect to any of the foregoing information), unless and to the extent such documentation or other information is or may be included in any representation or warranty made in this Article VII, the Ancillary Agreements and there is Actual Fraud. Notwithstanding the delivery or disclosure to Acquiror, any of its Affiliates or any of their respective Representatives or any other Person of any documentation or other information (including any financial projections or other supplemental data), each of Acquiror, Panavision Acquisition Sub and SIM Acquisition Sub acknowledges that no member of the Panavision Related Group or the SIM Related Group has made, or is making, and none of Acquiror, Panavision Acquisition Sub or SIM Acquisition Sub has relied upon, or is relying upon, any representation or warranty relating to the Panavision Group, the SIM Group, the SIM Sellers or otherwise in connection with this Agreement and the Transactions, except as expressly provided in Article IV, Article V or Article VI or the Ancillary Agreements. (b) Without limiting the generality of Section 7.27(a), Acquiror, on its own behalf and on behalf of its Affiliates and each of its and their respective Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Company hereby acknowledges Groups, (ii) it has been furnished with or given access to such documents and information about the Company Groups and their respective businesses and operations as it, its Affiliates and its and their respective Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Agreements and the Transactions, (iii) it has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company Groups and the SIM Sellers herein or to otherwise evaluate the merits of the Transactions and (iv) the Company Groups and the SIM Sellers have answered to Acquiror’s satisfaction all inquiries that Acquiror, its Affiliates and its and their respective Representatives have made concerning the Company Groups or otherwise relating to the Transactions. (c) In entering into this Agreement and the Ancillary Agreements, Acquiror has relied solely upon its own investigation and analysis and the representations and warranties expressly provided in Article IV, Article V or Article VI (in each case, as qualified by the Panavision Disclosure Letter and the SIM Disclosure Letter, as applicable) and the Ancillary Agreements, and Acquiror, on its own behalf and on behalf of its Affiliates and each of its and their respective Representatives, acknowledges, represents, warrants and agrees that, other than as set forth in this Agreement, none of the Company Groups or the SIM Sellers or any of their respective Representatives or any other Person makes or has made any representation or warranty, either express or implied, (i) as to the accuracy or completeness of any of the information provided or made available to Acquiror or any of its Affiliates or its or their respective Representatives or financing sources (including lenders) prior to the execution of this Agreement, including due diligence materials, offering memoranda or similar materials, or in any presentation of the business of the Company Groups by management or other Representatives of the Company Groups or the SIM Sellers, any of their respective Affiliates or others in connection with the Transactions, or (ii) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Company Group heretofore or hereafter delivered to or made available to Acquiror or any of its Affiliates or its or their respective Representatives or financing sources (including lenders). Without limiting the generality of the foregoing, except for the representations and warranties set forth in Article VIV, Article V or Article VI (ain each case, as qualified by the Panavision Disclosure Letter and the SIM Disclosure Letter, as applicable) neither Buyer nor and the Ancillary Agreements, Acquiror, on its own behalf and on behalf of its Affiliates and each of its and their respective Representatives, acknowledges, represents, warrants and agrees that none of the Company Groups or the SIM Sellers or any its Subsidiaries, Affiliates, stockholders or representatives, of their respective Representatives or any other PersonPerson makes or has made, has and shall not be deemed to have made, any representations or warranties in the materials relating to the business, assets or liabilities of the Company Groups made available to Acquiror, including due diligence materials, memorandum or is making similar materials, or in any express presentation of the business of the Company Groups by management or implied other Representatives of the Company Groups or the SIM Sellers, any of their respective Affiliates or others in connection with the transactions contemplated hereby, and no statement contained in any such materials or made in any such presentation shall be deemed a representation or warranty with respect hereunder or otherwise or deemed to Buyer or any of its Subsidiaries or Affiliates or their respective business or operationsbe relied upon by Acquiror in executing, including with respect to any information provided or made available to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with delivering and performing this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. It is understood that any cost estimates, projections or otherwiseother predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to, any offering memorandum or similar materials made available to Acquiror and its Representatives and advisors are not and shall not be deemed to be or to include representations or warranties of the Company Groups or the SIM Sellers, and are not and shall not be deemed to be relied upon by Acquiror in executing, delivering and performing this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. (bd) Notwithstanding the foregoing, nothing in Section 4.33 or this Section 7.27 shall limit or restrict the ability of Acquiror to bring a claim in respect of Actual Fraud. (e) Notwithstanding the fullest extent permitted by Lawforegoing, neither Buyer nor its Subsidiaries, Affiliates, stockholders nothing in this Section 7.27 shall limit or representatives, or any other Person, will have or be subject to any Liability or other obligation restrict the ability of any kind or nature to the Company Companies or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution Holder Released Parties to the Company or any bring a claim in respect of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)Actual Fraud.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth (a) Except as expressly provided in this Article V, (a) neither Buyer nor any its Subsidiariesnone of Acquiror, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Buyer or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Affiliates, stockholders or representativesany of their respective directors, managers, officers, employees, shareholders, partners, members or Representatives has made, or is making, any other Person, or, except as otherwise expressly set forth in this Agreement, had representation or has any duty or obligation to provide any information warranty whatsoever to the Company or any of its Affiliates, stockholders and no such party shall be liable in respect of the accuracy or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation completeness of any kind or nature information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror and its respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror or any of its Affiliatesrespective Subsidiaries, stockholders the prospects (financial or representativesotherwise) or the viability or likelihood of success of the business of Acquiror and its respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror or any other Person, resulting from the delivery, dissemination of its Affiliates or any other distribution of their respective directors, officers, employees, shareholders, partners, members or Representatives or otherwise. (b) All documents, information, materials or answers contained in this Agreement and the Acquiror Disclosure Letter or provided to the Company or its Affiliates in written form is true and accurate and there is nothing omitted from any of its Affiliatessuch document, stockholders information, material or representatives, or any other Person, answer or the use by Acquiror Disclosure Letter which would render such document, information, material or answer contained in this Agreement and the Acquiror Disclosure Letter misleading in any material respect. To the Acquiror’s knowledge, there is no fact or matter not disclosed which is likely to affect the willingness of the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to proceed with the Transactions on the terms upon which the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject would be willing to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)proceed.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as provided in Article VIV or in the case of intentional fraud, (a) neither Buyer SPAC nor any of its Subsidiaries, Affiliates, stockholders nor any of its equityholders, partners, members or representativesRepresentatives has made, or is making, any other Person, has made or is making any express or implied representation or warranty whatsoever to the Company, its Subsidiaries or holders of Company Ordinary Shares, and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the AUM Companies or its or their respective Representatives, with respect to Buyer SPAC or any of its Subsidiaries or Affiliates or Affiliates, their respective business equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, including or with respect to the accuracy or completeness of any other information provided or made available to the Company Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, stockholders whether orally or representativesin writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other Person, or, except as otherwise expressly set forth form in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this AgreementTransactions, and (subject to the express representations and warranties of Buyer set forth except as provided in Article V IV or in the case of intentional fraud) neither the Company nor any , no such party shall be liable in respect of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of Holdco or the AUM Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees thatNotwithstanding the delivery or disclosure to Acquiror, any of its Affiliates or any of their respective Representatives or any other Person of any documentation or other information (including any financial projections or other supplemental data), except for the representations and warranties set forth as expressly provided in this Article V, (a) or as may be separately stated in writing in the Ancillary Agreements, neither Buyer SIM nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Buyer or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Affiliates, nor any of their respective directors, officers, managers, employees, stockholders (including the SIM Sellers), partners, members or representativesother Representatives (the “SIM Related Group”), has made, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwiseis making, and SIM (bon behalf of itself and each of them) to the fullest extent permitted by Lawexpressly disclaims, neither Buyer nor its Subsidiaries, Affiliates, stockholders any representation or representatives, or any other Person, will have or be subject to any Liability or other obligation warranty of any kind or nature nature, express or implied (including any representation or warranty of merchantability, usage, suitability or fitness for a particular purpose with respect to their assets, any part thereof, the workmanship thereof, and the absence of any defects therein, whether latent or patent, it being understood and agreed that, except as expressly provided in this Article V, or as may be separately stated in writing in the Ancillary Agreements, such assets are being acquired “as is, where is” on the Closing Date and in their present condition), whatsoever to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, their Affiliates or, with respect to the Company Transactions, any other Person (including with respect to the condition, value or quality of the acquired equity interests or businesses or assets of the SIM Group). Without limiting the foregoing, no member of the SIM Related Group shall be liable in respect of or have any liability or indemnification obligations to any Person with respect to the accuracy or completeness of any such documentation or other information provided to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, any of its Affiliates, stockholders or representatives, their respective Affiliates or any other Person, resulting from the delivery, dissemination or Person (including any other distribution to the Company or Representatives of any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, foregoing) (including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company Acquiror or any of its Affiliates, stockholders, respective Affiliates or representatives, Representatives in certain “data rooms” or any other Person management presentations or otherwise in anticipation or contemplation expectation of the Merger, the issuance of the Merger Consideration or any other transaction Transactions contemplated by this AgreementAgreement or any of the Ancillary Agreements or any discussion with respect to any of the foregoing information), unless and (subject to the express representations extent such documentation or other information is expressly included in any representation or warranty made in this Article V, the Ancillary Agreements and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)there is Actual Fraud.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V‎V, (a) neither Buyer nor any its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Buyer or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V ‎V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Additional Representations or Warranties. The Company hereby acknowledges and agrees thatthat (a) the Company and its advisors have made their own investigation of Parent, Merger Sub and Parent’s other Subsidiaries, (b) except for the representations and warranties of Parent and Merger Sub set forth in Article V5, (a) neither Buyer nor the Company is not relying on any its representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Parent, Merger Sub or Parent’s other Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Parent and its Subsidiaries as conducted after the Closing or the accuracy or completeness of any information provided to the Company by Parent, Merger Sub, any of Parent’s other Subsidiaries, any of their respective Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Buyer or any of its Subsidiaries or Affiliates or their respective business directors, managers, officers, employees, equityholders, partners, members, managers or operations, including with respect to any information provided or made available to representatives and (c) the Company or any representations and warranties of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly Parent and Merger Sub set forth in this Agreement, had or has any duty or obligation to provide any information to Article 5 constitute the Company or any sole and exclusive representations and warranties of its Affiliates, stockholders or representatives, or any Parent and Merger Sub and all other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, representations and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation warranties of any kind or nature to the Company nature, whether oral or written, whether consisting of statements (or omissions) or information, whether direct or indirect and whether expressed or implied, of Parent, Merger Sub, any of Parent’s other Subsidiaries, any of their respective Affiliates, or any of its Affiliatestheir respective directors, stockholders managers, officers, employees, equityholders, partners, members, managers or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company representatives regarding Parent and Merger Sub or any of its Affiliates, stockholders or representatives, or any Parent’s other Person, or the use Subsidiaries are hereby expressly disclaimed by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)Company.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except (a) Except for the specific representations and warranties expressly set forth in this Article VIV or in any certificate delivered hereunder, (a) neither Buyer the Company or the Partnership, any of their respective Subsidiaries, nor any its other Person on behalf of the Company or the Partnership makes, has made, has been authorized to make, or shall be deemed to have made (and the Company and the Partnership, on behalf of themselves, each of their respective Subsidiaries, Affiliatesand its and their respective Representatives, stockholders or representativeshereby disclaims), or any other Person, has made or is making any express or implied representation or warranty with respect to Buyer the Company, the Partnership or any of its Subsidiaries their respective Subsidiaries, or Affiliates with respect to any other information provided to Parent, Merger Sub I, Merger Sub II or their respective business Representatives in connection with the Transactions, including the accuracy, completeness or operationstimeliness thereof, including with respect to providing or making available to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent, Merger Sub I, Merger Sub II and/or any of their respective Representatives in connection with presentations by the Company’s management, or other material or information made available to Parent, Merger Sub I or Merger Sub II (or their respective Representatives) in the VDR, and, if made, such other representation or warranty shall not be relied upon by the Parent, Parent’s Subsidiaries (including Merger Sub I and Merger Sub II) or any other Person on behalf of Parent and none of the Company, the Partnership, their respective Subsidiaries or any other Person shall be subject to any liability to Parent, Merger Sub I, Merger Sub II or any other Person resulting therefrom. Notwithstanding anything contained in this Agreement to the contrary, the Company and Partnership acknowledge and agree that none of the Parent Parties or any other Person on behalf of a Parent Party has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by ▇▇▇▇▇▇, Merger Sub I and Merger Sub II in Article V or in any certificate delivered hereunder, including any implied representation or warranty as to the accuracy or completeness of any information provided regarding any Parent Party furnished or made available to the Company Company, the Partnership or any of its Affiliatestheir Representatives. Parent, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information Merger Sub I and Merger Sub II jointly and severally represent and warrant to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, and the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).Partnership:

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V, (a) Except as provided in this Section 3 (as modified by the Company Disclosure Schedule), neither Buyer the Company nor any other Person on behalf of the Company or its Subsidiaries, Affiliates, stockholders or representativesSubsidiaries makes, or any other Personhas made, has made or is making any express or implied representation or warranty with respect to Buyer the Company, any of the other Acquired Corporations, or with respect to any other information provided to Parent, Merger Sub or their respective Affiliates or other Representatives, in connection with entering into this Agreement and proceeding with the Transactions or otherwise, including the accuracy, completeness or timeliness thereof. (b) The Company acknowledges that neither Parent nor ▇▇▇▇▇▇ Sub nor any other Person on behalf of Parent or Merger Sub makes, or has made, and the Company has not relied upon, any express or implied representations or warranties with respect to Parent or Merger Sub or with respect to any other information provided to the Company, any of its Subsidiaries or Affiliates any of its or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, Representatives in connection with entering into this Agreement, Agreement and proceeding with the transactions contemplated hereby Transactions or otherwise, including the accuracy, completeness or timeliness thereof, other than the representations and (b) warranties contained in Section 4. The Company acknowledges and agrees that, to the fullest extent permitted by Lawapplicable Legal Requirements, neither Buyer nor its Subsidiaries, Parent and Merger Sub and their respective Affiliates, stockholders stockholders, controlling Persons or representativesother Representatives shall not have any liability or responsibility whatsoever to the Company, its Subsidiaries or their respective Affiliates, stockholders, controlling Persons or other Representatives or any other PersonPerson on any basis (including in contract or tort, will have under federal or be subject to any Liability state securities Laws or other obligation of any kind or nature to the Company or any of its Affiliatesotherwise) based upon, stockholders or representatives, or any other Personrelated to, resulting from the delivery, dissemination or arising out of (i) any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Personinformation, including any information, documents, projections, estimates, projections, forecasts or other forward-looking informationmaterial, business plans or other material provided or made available to the Company Company, any of its Subsidiaries or any of its Affiliatesor their respective Affiliates or other Representatives in connection with entering into this Agreement and proceeding with the Transactions, stockholders, or representatives, or any other Person in anticipation or contemplation of including the Merger, the issuance of the Merger Consideration or (ii) any statements made (or any other transaction contemplated by this Agreement, and (subject omissions therefrom) to the express representations Company, any of its Subsidiaries or any of its or their respective Affiliates or other Representatives, except as and warranties of Buyer only to the extent expressly set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)Section 4.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V, (a) neither Buyer nor Except as provided in Article IV or in the case of intentional fraud, (i) none of SPAC, any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Buyer Affiliates or any of its equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to the Company, its Subsidiaries or Affiliates the holders of Company Shares; (ii) SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Leading Group Companies or its or their respective business or operationsRepresentatives, including with respect to SPAC or any of its Affiliates, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to the Company Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, stockholders whether orally or representativesin writing, in any confidential information memoranda, any actual or virtual “dataroom”, management presentation, due diligence discussion or in any other form in contemplation of the Transactions; and (iii) neither SPAC nor any of its Affiliates or any of its equityholders, partners, members or Representatives shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. (b) Without limiting the generality of Section 3.34(b), except as provided in Article IV or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of Holdco or the Leading Group Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other Person, orand, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. (c) neither The Company acknowledges that the Company nor and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates, stockholders or representatives, Affiliates or any other Personof their respective Shareholders, has relied on partners, members or Representatives or otherwise. Notwithstanding anything to the contrary expressed or implied in this Agreement, no representation or warranty is made as to the accounting treatment of SPAC’s issued and outstanding warrants or as to any such information deficiencies in related disclosure (including the accuracy with respect to internal control over financial reporting or completeness thereofdisclosure controls and procedures).

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except Except for the representations and warranties of the Vendor and the Corporation expressly set forth in this Article V2 regarding the Vendor and the Corporation, as applicable, in each case, as qualified by the Schedules and in accordance with the express terms and conditions (aincluding limitations and exclusions) of this Agreement (the “Express Representations”) (it being understood that the Purchaser has relied only on such Express Representations), the Purchaser acknowledges and agrees, on its own behalf and on behalf of any Purchaser’s Indemnified Party, that neither Buyer the Corporation nor any its Subsidiariesother Person on behalf of the Corporation makes, Affiliatesand the Purchaser has not relied on, stockholders and is not relying on, the accuracy or representatives, or any other Person, has made or is making completeness of any express or implied representation or warranty with respect to Buyer the Corporation or with respect to any statement or information of any nature made or provided by any Person, any information, statements, disclosures, documents, projections, forecasts or other material made available to the Purchaser or any of its Subsidiaries or Affiliates or their respective business Representatives in that certain datasite “Project Seitel” administered by Intralinks (the “Dataroom”), or operations, including with respect to any information provided or made available to the Company projections on behalf of the Corporation or any of its Affiliates, stockholders Affiliates or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information Representatives to the Company Purchaser or any of its AffiliatesAffiliates or Representatives. Without limiting the foregoing, stockholders or representatives, or neither the Corporation nor any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, Person will have or be subject to any Liability or other obligation of any kind or nature liability whatsoever to the Company or any of its Affiliates, stockholders or representativesPurchaser, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company Purchaser or any of its Affiliates or Representatives, or the Purchaser or any of its Affiliates’ or Representatives’ use of or reliance on, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiariesinformation, Affiliates, stockholders or representatives, or any other Person, including any information, statements, disclosures, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company Purchaser or any of its Affiliates, stockholders, Affiliates or representatives, Representatives in the Dataroom or otherwise provided to the Purchaser in expectation of the transactions or any other Person in anticipation or contemplation discussions with respect to any of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)foregoing information.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V, (a) Except as provided in Article V or in any certificate to be delivered by Parent in connection with this Agreement, the Company and OpCo acknowledge and agree that neither Buyer Parent nor any of its Subsidiaries or Representatives makes and neither the Company, nor OpCo nor any of their Subsidiaries has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, Affiliates, stockholders or representatives, any of their respective Representatives or any other PersonPerson or with respect to any other information provided or made available to the Company, has made OpCo or is making any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries or any of their respective Representatives or any other Person in connection with the Transactions or otherwise. (b) Except as provided in this Article IV or in any certificate to be delivered by the Company or an Applicable Acquired Company in connection with this Agreement, none of the Company, OpCo or any other Person on behalf of the Company or OpCo makes any express or implied representation or warranty with respect to Buyer or the Company, OpCo, any of its Subsidiaries or Affiliates or their respective business Subsidiaries, or operations, including with respect to any information provided their respective businesses, operations, properties, assets, liabilities, condition (financial or made available to the Company otherwise) or any of its Affiliates, stockholders or representativesprospects, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or and other forward-looking information, information or business plans or other material provided or made available to and strategic plan information regarding the Company or any of and its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the MergerSubsidiaries provided to Parent, the issuance of Merger Subs or their respective Affiliates in connection with the Merger Consideration or any other transaction contemplated by this AgreementTransactions, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy accuracy, completeness or completeness timeliness thereof).

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article V, (a) neither Buyer nor Except as provided in this Article III or in the case of fraud, (i) none of the F&M Companies, any its Subsidiariesof their Affiliates or any of their equityholders, Affiliatespartners, stockholders members or representativesRepresentatives has made, or is making, any other Person, has made or is making any express or implied representation or warranty whatsoever to SPAC, its Subsidiaries or the holders of SPAC Shares; (ii) the F&M Companies hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC, its Subsidiaries or their respective Representatives with respect to Buyer the F&M Companies or any of its Subsidiaries or Affiliates or Affiliates, their respective business equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, including or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its Affiliates or any of their respective Representatives by, or on behalf of, the Company F&M Companies or any of its Affiliates, stockholders whether orally or representativesin writing, in any confidential information memoranda, any actual or virtual “dataroom”, management presentation, due diligence discussion or in any other form in contemplation of the Transactions; and (iii) neither the F&M Companies nor any of its Affiliates or any other Personof their respective equityholders, orpartners, members or Representatives shall be liable in respect of the accuracy or completeness of any information provided to SPAC, its Subsidiaries or the Sponsor or their respective Affiliates. (b) Without limiting the generality of this Section 3.34, except as otherwise expressly set forth provided in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V III or in the case of fraud) neither , none of the Company nor F&M Companies or any other Person on behalf of the F&M Companies has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the F&M Companies (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of the F&M Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates, stockholders Affiliates or representatives, any of their respective Representatives or any other Person, has relied and, except as provided in this Article III or in the case of fraud, any such representations or warranties are expressly disclaimed. (c) SPAC acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of the F&M Companies and other information that they have requested in connection with their investigation of the F&M Companies and the Transactions. Except as provided in this Article III or in the case of fraud, SPAC is not relying on any such information representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of F&M Companies, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the F&M Companies as conducted after the Closing, as contained in any materials provided by the F&M Companies or any of its Affiliates or any of their respective shareholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary expressed or implied in this Agreement, no representation or warranty is made as to the accounting treatment of the F&M Companies’ issued and outstanding warrants or as to any deficiencies in related disclosure (including the accuracy with respect to internal control over financial reporting or completeness thereofdisclosure controls and procedures).

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as provided in Article VIII or in the case of intentional fraud, (a) neither Buyer nor any the Company, its Subsidiaries, nor any of their Affiliates, stockholders nor any of their respective equityholders, partners, members or representativesRepresentatives has made, or is making, any other Person, has made or is making any express or implied representation or warranty with respect whatsoever to Buyer SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Subsidiaries Affiliates or Affiliates its or their respective business or operationsRepresentatives, including with respect to any of the AUM Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the AUM Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the AUM Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the AUM Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders the prospects (financial or representatives, otherwise) or any other Person, will have the viability or be subject to any Liability or other obligation likelihood of success of the business of any kind or nature to of the Company or and its Subsidiaries as conducted after the Closing, as contained in any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use materials provided by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer Affiliates or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, their respective stockholders, partners, members or representatives, Representatives or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)otherwise.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except (a) Except for the specific representations and warranties expressly set forth in this Article VIV or any document, (a) agreement, certificate or other instrument contemplated hereby, neither Buyer the Company, any of its Subsidiaries nor any other Person on behalf of the Company makes, has made, has been authorized to make, or shall be deemed to have made (and the Company, on behalf of itself, each of its Subsidiaries, Affiliatesand its and their respective Representatives, stockholders or representativeshereby disclaims), or any other Person, has made or is making any express or implied representation or warranty with respect to Buyer the Company or any of its Subsidiaries Subsidiaries, or Affiliates with respect to any other information provided to Parent, Merger Sub or their respective business Representatives in connection with the Transactions, including the accuracy, completeness or operationstimeliness thereof, including with respect to providing or making available to Parent, Merger Sub or any of their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent, Merger Sub and/or any of their respective Representatives in connection with presentations by the Company’s management, or other material or information made available to Parent or Merger Sub (or their respective Representatives) in the VDR, and, if made, such other representation or warranty shall not be relied upon by the Parent, Parent’s Subsidiaries (including Merger Sub) or any other Person on behalf of Parent and none of the Company, its Subsidiaries or any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting therefrom. Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that none of the Parent Parties or any other Person on behalf of a Parent Party has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by ▇▇▇▇▇▇ and Merger Sub in Article V or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information provided regarding any Parent Party furnished or made available to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)Representatives.

No Additional Representations or Warranties. The (a) Except as provided in this Section 4, neither Parent, Merger Sub nor any other Person on behalf of Parent or Merger Sub makes, or has made, any express or implied representation or warranty with respect to Parent or Merger Sub or with respect to any other information provided to the Company, any of its Subsidiaries or their respective Affiliates or other Representatives in connection with entering into this Agreement and proceeding with the Transactions or otherwise, including the accuracy, completeness or timeliness thereof. (b) Each of Parent and Merger Sub acknowledges that neither the Company, nor any of its Subsidiaries, nor any other Person on behalf of the Acquired Corporations makes, or has made, and neither Parent nor Merger Sub has relied upon, any express or implied, representations or warranties with respect to the Acquired Corporations or with respect to any other information provided to Parent, Merger Sub, their respective Affiliates or any of their respective Representatives in connection with entering into this Agreement and proceeding with the Transactions or otherwise, including the accuracy, completeness or timeliness thereof, other than the representations and warranties contained in Section 3 (as modified by the Company hereby Disclosure Schedule). Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Legal Requirements, the Company, its Subsidiaries and their respective Affiliates, equityholders, controlling Persons or other Representatives shall not have any liability or responsibility whatsoever to Parent, Merger Sub or their respective Affiliates, equityholders, controlling Persons or other Representatives or any other Person on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon, related to, resulting from or arising out of (i) any information, including any information, documents, projections, estimates, forecasts or other material, made available to Parent, Merger Sub or any of its or their respective Affiliates or other Representatives in connection with entering into this Agreement and proceeding with the Transactions (including in any electronic data room maintained for purposes of the Transactions or in any management presentation made in connection with the Transactions), or (ii) any statements made (or any omissions therefrom) to Parent, Merger Sub, their respective Affiliates or any of their other respective Representatives, except for as and only to the representations and warranties extent expressly set forth in Article V, Section 3 (aas modified by the Company Disclosure Schedule). (c) neither Buyer nor any its Subsidiaries, In connection with the due diligence investigation of the Acquired Corporations by Parent and Merger Sub and their respective Affiliates, stockholders or representativesRepresentatives, Parent and Merger Sub and their respective Affiliates, stockholders and Representatives have received and may continue to receive after the date of this Agreement from the Company, the other Acquired Corporations and their respective Affiliates, stockholders and Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Acquired Corporations and their respective businesses and operations. Parent and Merger Sub hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Parent and Merger Sub will have no claim against the Acquired Corporation, or any of their respective Affiliates, stockholders or Representatives, or any other Person with respect thereto unless any such information is expressly included in a representation or warranty contained in this Agreement. Accordingly, Parent and Merger Sub hereby acknowledge and agree that neither the Acquired Corporations nor any of their respective Affiliates, stockholders or Representatives, or any other Person, has made or is making any express or implied representation or warranty with respect to Buyer or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forecasts, forward-looking information, statements or business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on unless any such information (including the accuracy is expressly included in a representation or completeness thereof)warranty contained in this Agreement.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees that, except for the representations and warranties set forth Except as provided in Article VIII or in the case of intentional fraud, (a) neither Buyer nor any the Company, its Subsidiaries, nor any of their Affiliates, stockholders nor any of their respective equityholders, partners, members or representativesRepresentatives has made, or is making, any other Person, has made or is making any express or implied representation or warranty with respect whatsoever to Buyer SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Subsidiaries Affiliates or Affiliates its or their respective business or operationsRepresentatives, including with respect to the any of the Nettar Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Nettar Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Nettar Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Nettar Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or any of its Affiliates, stockholders or representatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) to the fullest extent permitted by Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders the prospects (financial or representatives, otherwise) or any other Person, will have the viability or be subject to any Liability or other obligation likelihood of success of the business of any kind or nature to of the Company or and its Subsidiaries as conducted after the Closing, as contained in any of its Affiliates, stockholders or representatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Company or any of its Affiliates, stockholders or representatives, or any other Person, or the use materials provided by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer Affiliates or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, their respective stockholders, partners, members or representatives, Representatives or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof)otherwise.

No Additional Representations or Warranties. The Company hereby acknowledges and agrees thatExcept as provided in this Article V or in any certificate or agreement delivered at Closing, except for the representations and warranties set forth in Article V, (a) neither Buyer nor any of its Subsidiaries, Affiliates, stockholders nor any of their respective managers, directors, officers, employees, stockholders, partners, members, agents or representatives has made, or is making, any representation or warranty whatsoever to any Seller, the Company or their respective Affiliates, managers, directors, officers, employees, stockholders, partners, members, agents or representatives, oral or written, express or implied, and Buyer hereby disclaims any such other Personrepresentations and warranties. Except as provided in this Article V or in any certificate or agreement delivered at Closing, neither Buyer nor any of its Affiliates, nor any of their respective managers, directors, officers, employees, stockholders, partners, members, agents or representatives shall be liable in respect of the accuracy or completeness of any information provided to Sellers, the Company, or their respective Affiliates, managers, directors, officers, employees, shareholders, partners, members or representatives. Notwithstanding anything contained in this Agreement, Buyer acknowledges and agrees that no Company Related Party has made made, or is making making, any representation or warranty whatsoever, express or implied representation (and Buyer has not relied on any representation, warranty or warranty statement of any kind by any Company Related Party) beyond those expressly given in Article III (with respect to Buyer Sellers) and 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 its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to the assets of the Company or any of its AffiliatesSubsidiaries. Without limiting the generality of the foregoing, stockholders it is understood that any cost estimates, financial or representatives, other projections or other predictions as well as any other Personinformation, or, except as otherwise expressly set forth documents or other materials (including any such materials contained in this Agreement, had any “data room” or has any duty or obligation to provide any information to the Company reviewed by Buyer or any of its Affiliates, stockholders agents or representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) representatives pursuant to the fullest extent permitted by Law, neither Confidentiality Agreement) or management presentations or due diligence discussions that have been or shall hereafter be provided to or engaged in with Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, will have or be subject to any Liability or other obligation of any kind or nature to the Company or any of its Affiliates, stockholders agents or representativesrepresentatives are not and will not be deemed to be representations or warranties of the Company, and no representation or any other Person, resulting from the delivery, dissemination or any other distribution warranty is made as to the Company accuracy or completeness of any of its Affiliatesthe foregoing, stockholders or representatives, or any other Person, or the use by the Company or any of its Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, or representatives, or any other Person in anticipation or contemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer except as may be expressly set forth in Article V III or in the case Article IV. Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of fraud) neither the Company nor and its Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article III and Article IV, with all faults and without any other representation or warranty of its Affiliates, stockholders or representativesany nature whatsoever. Notwithstanding the foregoing, or anything to the contrary contained in this Agreement, nothing in this Agreement shall limit in any other Person, has relied on any such information (including the accuracy way claims or completeness thereof)remedies for Fraud.