Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)V, none of the Companyneither Acquiror nor Merger Sub, any of its affiliates or nor any other Person on behalf of the Company Person, has made or makes any other express or implied representation or warranty (and there is and has been no reliance by Parentwarranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect available to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub parties or their respective Representatives and expressly disclaims any such other representations or affiliates in connection with the Transactions, including the accuracy or completeness thereofwarranties. Without limiting the foregoing, neither the Company Acquiror nor Merger Sub, nor any other Person will Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or be subject prospect information relating to any liability Acquiror or other obligation to Parent, Merger Sub or their Representatives (b) any oral or, except for the representations and warranties expressly made by Acquiror or affiliates or any other Person resulting from Parent’sMerger Sub in this Article V, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material written information made available to Parent, the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)IV, none of the CompanyParent, any of its affiliates Merger Sub or any other Person on behalf of the Company Parent or Merger Sub makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries. Parent and Merger Sub each acknowledges and agrees that except for the representations and warranties expressly set forth in Article III, (a) neither the Company nor any of its Subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger and there is Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in Article III, (b) no Person other than the Company has been no reliance authorized by the Company or any of its Subsidiaries, as applicable, to make any representation or warranty relating to the Company or any of its Subsidiaries or the business of the Company or any of its Subsidiaries or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party and (c) except to the extent the subject of any representation or warranty expressly set forth in Article III, any estimates, projections, predictions, data, financial information, memoranda, presentations or other materials or information provided to Parent, Merger Sub or any of their respective affiliatesrepresentatives are not, officersand shall not be deemed to be or include, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives representations or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)warranties.

No Other Representations or Warranties. Except for the representations and warranties made by Company in this Article III or in the certificate delivered pursuant to Section 7.2(d), neither Company (nor any other person on Company’s behalf) makes or has made any other express or implied representation or warranty with respect to Company or its Subsidiaries or their respective business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, or with respect to any estimates, projections, forecasts and other forward-looking information or business or strategic plan information regarding Company and its Subsidiaries, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to this Agreement or any financial statements, including projections, estimates, forecasts or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, “data rooms” maintained by Company or its Representatives, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Parent and Merger Sub or any of their respective affiliates, stockholders or Representatives (in any form or through any medium). In particular, and without limiting the generality of the foregoing, except as expressly set forth in this Article III (as qualified by or in the Company Disclosure Lettercertificate delivered pursuant to Section 7.2(d), none of the Company, any of its affiliates or neither Company (nor any other Person person on behalf of the Company Company’s behalf) makes or has made any express or implied representation or warranty (and there is and has been no reliance by to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) Representatives with respect to the (a) any financial projection, forecast, estimate, budget or prospect information relating to Company, the Company any of its Subsidiaries or their respective businesses or with respect to (b) any other oral or written information provided, or made available, presented to Parent, Merger Sub or any of their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by course of their due diligence investigation of Company, the Company for purposes negotiation of this Agreement or the course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)transactions related hereto.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure LetterSchedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser has relied only on such Express Representations and warranties), none of the Company, any of its affiliates or Purchaser acknowledges and agrees that no Seller nor any other Person on behalf of any Seller makes, and neither Purchaser has relied on, is relying on, or will rely on the Company makes accuracy or completeness of any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Companyany Seller, the Company Subsidiaries Acquired Assets, or their respective businesses the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other information provided, material of any nature made available or made available, provided by any Person (including in any presentations or other materials prepared by Seller Broker) (the “Information Presentation”) or in that certain “Project Prime” data room administered by Datasite (the “Dataroom”) or elsewhere to Parent, Merger Sub Purchaser or any of its Affiliates or Advisors on behalf of Sellers or any of their respective Representatives Affiliates or affiliates in connection with the Transactions, including the accuracy or completeness thereofAdvisors. Without limiting the foregoing, neither the Company no Seller nor any of its Advisors or any other Person will have or be subject to any liability or other obligation Liability whatsoever to ParentPurchaser, Merger Sub or their Representatives or affiliates or any other Person Person, resulting from Parent’sthe distribution to Purchaser or any of its Affiliates or Advisors, Merger Subor Purchaser’s or their Representativesany of its Affiliates’ or affiliatesAdvisors’ use of or reliance on, any such information, including the Information Presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Parent, Merger Sub Purchaser or their Representatives any of its Affiliates or affiliates, including any information made available Advisors in the electronic data room maintained by the Company for purposes Dataroom or otherwise in expectation of the Transactions, teasers, marketing materials, consulting reports Transactions or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses any discussions with respect to questions submitted on behalf any of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)foregoing information.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by or in any certificate delivered hereunder, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyCompany or any of its Subsidiaries, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, provided to Parent, Merger Intermediary Sub or Acquisition Sub or any of their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy accuracy, completeness or completeness timeliness thereof. Without limiting the foregoing, neither Neither the Company nor any other Person will have or be subject to any claim, liability or other indemnification obligation to Parent, Merger Intermediary Sub, Acquisition Sub or their Representatives or affiliates or any other Person resulting from the distribution or failure to distribute to Parent, Intermediary Sub or Acquisition Sub, or Parent’s, Merger Intermediary Sub’s or their Representatives’ or affiliates’ Acquisition Sub’s use of of, any such information, including any information or documents, including projections, forecasts estimates, other forward-looking information, and business plan information (collectively, “Company Forecasts”) or other material made available to Parent, Merger Intermediary Sub or their Representatives or affiliates, including any information made available Acquisition Sub in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports transactions contemplated hereby or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf presentations in expectation of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated hereby, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)or in any certificate delivered pursuant hereto. Nothing in this Section 3.31 shall apply to or limit any claim for Fraud.

No Other Representations or Warranties. Except for the representations and warranties as otherwise expressly set forth provided in this Article III IV (as qualified may be modified by the Company Disclosure LetterSchedule), none of the CompanyCompany hereby expressly disclaims and negates, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Company and there is its Affiliates, and has been no reliance by Parentany matter relating to any of them, Merger Sub 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 made available to the Purchaser Parties, their Affiliates or any of their respective affiliatesrepresentatives by, officersor on behalf of, directorsPurchaser Parties, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on and any such representation representations or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereofwarranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as may be modified by the Company Disclosure Schedule), neither the Company nor any other Person will have on behalf thereof has made or be subject makes, any representation or warranty, whether express or implied, with respect to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts forecasts, estimates or other material budgets made available to Parentthe Purchaser Parties, Merger Sub or their Representatives Affiliates or affiliatesany of their respective representatives of future revenues, including future results of operations (or any information made available in the electronic data room maintained by component thereof), future cash flows or future financial condition (or any component thereof) of the Company for purposes (including the reasonableness of the Transactionsassumptions underlying any of the foregoing), teasers, marketing materials, consulting reports whether or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives not included in any presentation or in any other form in connection with the Transactions, unless and information made available to the extent Purchaser Parties, or their Affiliates or any of their representatives or any other Person, and any such information is representations or warranties are expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)disclaimed.

No Other Representations or Warranties. The representations and warranties made by Acquiror and ▇▇▇▇▇▇ Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)V, none of the Companyneither Acquiror nor Merger Sub, any of its affiliates or nor any other Person on behalf of the Company Person, has made or makes any other express or implied representation or warranty (and there is and has been no reliance by Parentwarranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect available to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub parties or their respective Representatives and expressly disclaims any such other representations or affiliates in connection with the Transactions, including the accuracy or completeness thereofwarranties. Without limiting the foregoing, neither the Company Acquiror nor Merger Sub, nor any other Person will Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or be subject prospect information relating to any liability Acquiror or other obligation to Parent, Merger Sub or their Representatives (b) any oral or, except for the representations and warranties expressly made by Acquiror or affiliates or any other Person resulting from Parent’sa Merger Sub in this Article V, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material written information made available to Parent, the other parties hereto in the course of their evaluation of Acquiror and the Merger Sub and the negotiation of this Agreement or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. (a) Except for the representations and warranties contained in Article III, none of the Company or any of the Company’s Subsidiaries or any of their respective Affiliates, directors, officers, employees, controlling Persons, agents or other Representatives or any other Person has made or makes, and Parent and Merger Sub hereby waive, any other express or implied representation or warranty, express or implied, whether written or oral, on behalf of the Company, its Subsidiaries or its Affiliates, directors, officers, employees, controlling Persons, agents or other representatives or any other Person. (b) To the fullest extent permitted by Law, except for the representations and warranties expressly set forth in this Article III (as qualified by or the Company Disclosure Letter)representations and warranties or other provisions of the Spin-Off Transaction Agreements, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company ’s Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other indemnification obligation on any basis (including in contract or tort, under applicable federal or state securities laws or otherwise) to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from the sharing with Parent and Merger Sub or their Representative, or Parent’s, ’s or Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material materials made available to Parent or Merger Sub in the Data Room or management presentations (or omissions therefrom) in expectation of the Merger or otherwise, except in the case of fraud. Except for the representations and warranties expressly set forth in Article III or the Spin-Off Transaction Agreements, it is understood and Parent and Merger Sub acknowledge that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations provided or addressed to Parent or Merger Sub are not and shall not be deemed to be or to include representations and warranties of the Company or any of its Subsidiaries or Affiliates. Except for the representations and warranties expressly set forth in Article III or the Spin-Off Transaction Agreements, Parent and Merger Sub acknowledge and agree, to the fullest extent permitted by Law, to the Company’s express disavowal and disclaimer of any other representations and warranties, whether made by the Company or any other Person on behalf of the Company, and of all liability and responsibility for any representation, warranty, projections, forecasts or other materials made available to Parent or Merger Sub, including any opinion, information, projection, forecast or other information that may have been or may be provided to Parent or Merger Sub by any director, officer, employee, agent, consultant or other Representative of the Company or any of its Affiliates, except in the case of fraud. In furtherance of the foregoing, and not in limitation thereof, Parent and Merger specifically acknowledge and agree that, except for the representations and warranties expressly set forth in Article III or the representations and warranties or other provisions of the Spin-Off Transaction Agreements, none of the Company or any of its Subsidiaries or Affiliates makes or has made any representation or warranty, express or implied, with respect to any financial projection or forecast delivered to Parent or Merger Sub with respect to the performance of the Company or any of the Company’s Subsidiaries either before or after the Closing Date. Parent acknowledges and agrees that (i) such projections or forecasts are being provided solely for the convenience of Parent to facilitate its own independent investigation of the Company and its Subsidiaries, (ii) there are uncertainties inherent in attempting to make such projections or forecasts, (iii) Parent is familiar with such uncertainties and (iv) Parent is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections or forecasts (including the reasonableness of the underlying assumptions). Parent and Merger Sub acknowledge that they have conducted to their satisfaction their own independent investigation of the condition, operations and businesses of the Company and the Company’s Subsidiaries and acknowledges that they have been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and information of the Companies for such purpose and, in making its determination to proceed with the Merger, Parent and Merger Sub have been provided and have evaluated such documents and information as they have deemed necessary, have been advised by their counsel, accountants, financial advisors and such other Persons as Parent and Merger Sub have deemed appropriate concerning this Agreement, and have relied solely on the results of their own independent investigation and verification and the representations and warranties expressly set forth in Article III and the Spin-Off Transaction Agreements. (c) Parent, Merger Sub and their respective Affiliates, directors, officers, employees, Subsidiaries, controlling Persons, agents and other Representatives hereby acknowledge that, except for the representations and warranties expressly set forth in Article III, no other statutory, express or their Representatives implied representation or affiliateswarranty, whether written or oral, concerning the Shares, the Merger or the business, assets or liabilities of the Company and the Company’s Subsidiaries, the execution, delivery or performance of this Agreement or any other transaction agreements or any other matter, including any information made available in the electronic data room maintained by the Company implied warranties of merchantability and implied warranties of fitness for purposes of the Transactionsa particular purpose, teasers, marketing materials, consulting reports is or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)has been made.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III Agreement (as qualified or in any certificate delivered by the Company Disclosure Letterpursuant hereto), none each of Parent and Merger Sub acknowledges that neither the CompanyCompany nor any Person acting on its behalf makes any other express or any implied representations or warranties in this Agreement with respect to (i) the Company or its Subsidiaries, any of its affiliates their businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other Person on behalf of matter relating to the Company makes or its Subsidiaries or (ii) the accuracy or completeness of any express documentation, forecasts or implied representation other information provided by the Company or warranty (and there is and has been no reliance by Parent, Merger Sub or any Person acting on any of their respective affiliatesbehalf to Parent or Merger Sub, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives any Affiliate of Parent or authorized agents any Person acting on any of their behalf and the Company hereby disclaims any such representation or warranty) with respect to , whether by or on behalf of the Company, and notwithstanding the delivery or disclosure to Parent or Merger Sub, or any of their Representatives or Affiliates of any documentation or other information by the Company Subsidiaries or their respective businesses any of its Representatives or Affiliates with respect to any one or more of the foregoing. Each of Parent and Merger Sub also acknowledges and agrees that the Company makes no representation or warranty with respect to any projections, forecasts or other information providedestimates, 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 the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available, available to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Affiliates.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified IV, none of Parent, Merger Sub nor any other Person on behalf of Parent or Merger Sub makes any other express or implied representation or warranty with respect to Parent or its Subsidiaries or with respect to any other information provided by or on behalf of Parent or its Subsidiaries to the Company Disclosure Letter)in connection with the transactions contemplated by this Agreement, including the accuracy, completeness or timeliness thereof. Each of Parent and Merger Sub acknowledges that, except for the representations and warranties contained in Article III, none of the Company, Company or any of its affiliates Affiliates or Representatives or any other Person makes (and Parent and Merger Sub are not relying on) any representation or warranty, express or implied, to Parent or Merger Sub in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledges that neither the Company nor any other Person on behalf of the Company makes any express will have or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect be subject to any other information provided, or made available, liability to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person Affiliates resulting from Parent’s, Merger Sub’s or their respective Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their respective Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersAffiliates, marketing materials, consulting reports or materials, confidential information memorandamemorandums, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the TransactionsAffiliates, unless and except to the extent any such information is expressly included in a representation or warranty contained in Article III. Nothing in this Article III (as qualified by Section 4.19 shall impact any rights Parent or Merger Sub may have in the Company Disclosure Letter)case of fraud on the part of the Company.

No Other Representations or Warranties. Except for Other than the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)Agreement, none of the CompanyParent, any of its affiliates Merger Sub or any other Person on behalf of the Company makes Parent or Merger Sub makes, and Parent, on behalf of itself, Merger Sub and each such other Person, hereby disclaims, any express or implied representation or warranty (with respect to Parent or any of its Subsidiaries, and there the Company is not relying on any representation or warranty other than those expressly set forth in this Agreement. Parent and ▇▇▇▇▇▇ Sub each agrees that, other than the representations and warranties expressly set forth in this Agreement, neither the Company nor any of its Subsidiaries makes, or has been no reliance by made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger, and Parent and Merger Sub are not relying on any representation or warranty other than those expressly set forth in this Agreement. In particular, without limiting the foregoing, none of the Company or any other Person makes or has made any representation or warranty to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Affiliates or authorized agents on any such representation or warranty) Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospective information relating to the Company, the Company Subsidiaries any of its Affiliates or any of their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty of the Company to Parent or Merger Sub contained in this Article III Agreement, or (as qualified b) any oral or, except for the representations and warranties made by the Company Disclosure Letter)in Section 3, written information made available to Parent, Merger Sub or any of their respective Affiliates or Representatives in the course of their evaluation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement.

No Other Representations or Warranties. Parent and Merger Sub have conducted their own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and its Subsidiaries, which investigation, review and analysis was done by ▇▇▇▇▇▇, ▇▇▇▇▇▇ Sub and their Representatives. In entering into this Agreement, ▇▇▇▇▇▇ and Merger Sub acknowledge that they have relied solely upon the aforementioned investigation, review and analysis and not on any representations or opinions (whether written or oral) of the Company or its Affiliates (except the specific representations made in Article IV). Except for the representations and warranties expressly set forth contained in this Article III (as qualified IV and in the certificate delivered by the Company Disclosure Letterpursuant to Section 9.3(e), none of Parent and Merger Sub acknowledge that (a) neither the Company, any of its affiliates or Company nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such other representation or warranty) , express or implied, written or oral, at law or in equity, with respect to the Company, its Subsidiaries, or the Company Subsidiaries business, operations, assets, liabilities, results of operations, condition (financial or their respective businesses otherwise) or prospects thereof, including with respect to (i) merchantability or fitness for any other information providedparticular use or purpose, or made available(ii) the probable success or profitability of the Company, to Parentits Subsidiaries or the business thereof after the Closing Date, Merger Sub or their respective Representatives or affiliates and (b) except in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoingcase of common law fraud, neither the Company nor any other Person will have or be subject to any liability or other indemnification obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from the distribution to Parent’s, Merger Sub’s Sub or any other Person, or their Representatives’ or affiliates’ use use, of any information provided in connection with the Transactions, including any information, documents, projections, forecasts or other material made available to Parent, Merger Sub them in certain “data rooms” or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives presentations or in any other form in expectation of, or in connection with with, the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified IV, any certificate delivered by the Company Disclosure Letter)and the Voting Agreements, none of the Company, any of its affiliates Affiliates or any other Person on behalf of the Company or any of its Affiliates makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or any of its Subsidiaries or their respective businesses or with respect to any other information providedprovided to Parent or Merger Subs or their Affiliates or Representatives in connection with this Agreement, the Mergers or the other transactions contemplated by this Agreement. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V and in any certificates delivered by Parent, Merger Subs or any of their Representatives in connection with the transactions contemplated hereby, (a) none of Parent, Merger Subs or any of their respective Representatives makes, or made availablehas made, any representations or warranties relating to Parent, Merger Sub Subs or their respective Representatives Parent’s business or affiliates otherwise in connection with the TransactionsMergers, (b) the Company is not relying on any representation or warranty of Parent or Merger Subs, including the accuracy any representation or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject warranty with respect to any liability or other obligation to Parentestimates, Merger Sub or their Representatives or affiliates projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company, and any of its Subsidiaries or any of their Representatives and (c) no Person resulting from Parent’s, has been authorized by Parent or Merger Sub’s Subs to make any representation or warranty relating to Parent or Merger Subs or their Representatives’ businesses or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form otherwise in connection with the TransactionsMergers, unless and to the extent any if made, such information is expressly included in a representation or warranty contained in this Article III (as qualified must not be relied upon by the Company Disclosure Letter)as having been authorized by such party. Nothing in this Section 4.29 shall impact any rights of any party to this Agreement in respect of fraud with respect to the representations and warranties made by the Company in this Agreement.

No Other Representations or Warranties. (i) Except for the representations and warranties expressly set forth in this Article III (as qualified made by the Company Disclosure Letter)in this Section 2.2, none of neither the Company, any of its affiliates or Subsidiaries nor any other Person on behalf of the Company person makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company any of its Subsidiaries or their respective businesses businesses, operations, assets, liabilities, conditions (financial or with respect to otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company, any of its Subsidiaries nor any other information provided, person makes or has made available, any representation or warranty to Parent, Merger Sub Purchaser or any of its affiliates or its or their respective Representatives with respect to (A) any financial projection, forecast, estimate, budget or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither prospective information relating to the Company nor or any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub of its Subsidiaries or their Representatives respective businesses, operations, assets, liabilities, conditions (financial or affiliates otherwise) or any other Person resulting from Parent’sprospects, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material (B) except for the representations and warranties made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes in this Section 2.2, any oral or written information presented to Purchaser or any of the Transactions, teasers, marketing materials, consulting reports its affiliates or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub its or their respective Representatives in the course of (x) their due diligence investigation of the Company or in its Subsidiaries, (y) the negotiation of this Agreement or (z) the transactions contemplated hereby or (C) PACW, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects. (ii) The Company acknowledges and agrees that neither ▇▇▇▇▇▇▇▇▇ nor any other form in connection with the Transactions, unless and to the extent person has made or is making any such information is expressly included in a express or implied representation or warranty other than those contained in this Article III (as qualified by Section 2.3, the Company Disclosure Letter)Equity Commitment Letter or the Limited Guarantee.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)3 and any certificate delivered in connection herewith, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person on behalf of the Company will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other similar material made available to Parent, Merger Sub or their Representatives or affiliates, including any such information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersTransactions or contained in a teaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information projections, forecasts or similar material is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)3.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by Section 5, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company, the Company’s Subsidiaries or the transactions contemplated by this Agreement, and the Company disclaims any other representations or warranties, whether made by the Company or any of its Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties expressly contained in this Section 5, the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (and there is and has been no reliance by orally or in writing) to Parent, Merger Sub or any of their respective affiliatesAffiliates or representatives (including any opinion, officersinformation, directorsprojection, employeesor advice that may have been or may be provided to Parent by any director, accountantsofficer, consultantsemployee, legal counselagent, investment bankersconsultant, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, representative of the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereofof its Affiliates). Without limiting the generality of the foregoing, and for the avoidance of doubt, neither the Company nor any other Person will have or be subject to makes any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained with respect to the performance of the Company’s new GreenLight HPS™ technology or any of the Company’s other new urology products that were introduced at the American Urological Association annual meeting in this Article III late May 2006 (as qualified by collectively, the Company Disclosure Letter“New Product Introductions”), the attractiveness of the New Product Introductions to, or the rate of adoption of the New Product Introductions by, current and new customers, the effect of the New Product Introductions on sales of the Company’s other product offerings, the Company’s ability to ramp up production of the New Product Introductions to meet anticipated demand, the Company’s ability to compete with similar product offerings and other therapies for the treatment of BPH, or the impact on sales and pricing of the New Product Introductions and the Company’s other product offerings of possible reductions in private and public payer reimbursement levels for the PVP procedure.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by III, neither the Company Disclosure Letter)nor any other Person on behalf of the Company or its Subsidiaries makes any other express or implied representation or warranty with respect to the Company or its Subsidiary or with respect to any other information provided by or on behalf of the Company or its Subsidiaries to Parent or Merger Sub in connection with the transactions contemplated by this Agreement, including the accuracy, completeness or timeliness thereof. The Company acknowledges that, except for the representations and warranties contained in Article IV, none of the CompanyParent, Merger Sub, or any of its affiliates their Affiliates or Representatives or any other Person makes (and the Company is not relying on) any representation or warranty, express or implied, to the Company in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company acknowledges that none of Parent, Merger Sub, or any other Person on behalf of the Company makes any express Parent or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability to the Company or other obligation to Parent, Merger Sub or their its Representatives or affiliates or any other Person Affiliates resulting from Parent’s, Merger Subthe Company’s or their its Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Company or their its Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersAffiliates, marketing materials, consulting reports or materials, confidential information memorandamemorandums, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Company or their respective its Representatives or in any other form in connection with the TransactionsAffiliates, unless and except to the extent any such information is expressly included in a representation or warranty contained in Article IV. Nothing in this Article III (as qualified by Section 3.31 shall impact any rights that the Company Disclosure Letter)may have in the case of fraud on the part of the Parent or Merger Sub.

No Other Representations or Warranties. Except for Other than the representations and warranties expressly set forth in this Article III Agreement, (as qualified by i) neither the Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of the Company makes makes, and the Company, on behalf of itself and each such other Person, hereby disclaims, any express or implied representation or warranty with respect to the Company or any of the Company Subsidiaries, and neither Parent nor Merger Sub is relying on any representation or warranty other than those expressly set forth in this Agreement and (and there is and has been no reliance ii) neither the Company nor any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from Parent’s or Merger Sub’s or any of their Representatives’ use of any information provided by the Company in connection with the transactions contemplated by this Agreement, including any information, documents or material made available to Parent or Merger Sub or any of their Representatives in the due diligence materials provided to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the TransactionsRepresentatives, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memorandaData Room, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub presentations (formal or their respective Representatives informal) or in any other form in connection with the Transactionstransactions contemplated by this Agreement. The Company agrees that, unless other than the representations and warranties expressly set forth in this Agreement, neither Parent nor any of its Subsidiaries makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the extent Merger, and the Company is not relying on any such information is expressly included in a representation or warranty contained other than those expressly set forth in this Article III (as qualified by the Company Disclosure Letter)Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by V, the Company Disclosure Letter), Partnership acknowledges that none of the Company, any of its affiliates Parent or Merger Sub or any other Person on behalf of the Company Parent or Merger Sub makes or has made any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries Parent or their respective businesses Merger Sub or with respect to any other information providedprovided to the Partnership, or made availablethe Partnership GP, to Parentthe GP Board, Merger Sub the GP Conflicts Committee or their respective Representatives or affiliates in connection with the Transactions, including Merger or the accuracy or completeness thereofother transactions contemplated hereby. Without limiting the generality of the foregoing, except to the extent required otherwise by applicable Law, neither the Company Parent nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub the Partnership or their Representatives or affiliates the Partnership GP or any other Person resulting from Parent’sthe distribution to the Partnership, Merger Subthe Partnership GP, the GP Board or the GP Conflicts Committee (including their respective Representatives) of, or the Partnership’s or their the Partnership GP’s (or such Representatives’ or affiliates’ ’) use of of, any such information, including any information, documents, projections, forecasts or other material materials made available to Parentthe Partnership, Merger Sub the Partnership GP, the GP Board, the GP Conflicts Committee or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes expectation of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the TransactionsMerger, unless and to the extent any such information is expressly included in a the subject of an express representation or warranty contained set forth in this Article III V. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties contained in Article IV, Parent and Merger Sub have not relied on and none of the Partnership, the Partnership GP or any of their respective Affiliates or Representatives has made any representation or warranty, either express or implied, whether written or oral, concerning the Partnership, the Partnership GP or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (as qualified financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to information provided by or on behalf of the Company Disclosure Letter)Partnership, the Partnership GP or any of their respective Affiliates or Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Partnership Parties in this Article III (as qualified by the Company Disclosure Letter)ARTICLE VI, none of the Company, any of its affiliates or Partnership Parties nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Partnership Parties or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and there is and each of the Partnership Parties hereby expressly disclaims any such other representations or warranties. In particular, without limiting the foregoing, none of the Partnership Parties nor any other Person makes or has been no reliance by Parentmade any representation or warranty to the Parent Parties, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Affiliates or authorized agents on any such representation or warranty) Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the CompanyPartnership Parties, the Company Subsidiaries any of their respective Affiliates or any of their respective businesses or with respect (b) any oral or, except for the representations and warranties made by any of the Partnership Parties in this ARTICLE VI, written information made available to any other information provided, or made available, to Parentthe Parent Parties, Merger Sub or any of their respective Affiliates or Representatives in the course of their evaluation of the Partnership, the negotiation of this Agreement or affiliates in connection with the course of the Transactions, including the accuracy or completeness thereof. Without limiting Notwithstanding the foregoing, neither nothing in this Section 6.16 shall limit the Company nor any other Person will have Parent Parties’ or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s remedies with respect to intentional or their Representatives’ willful misrepresentation of material facts that constitute common law fraud arising from or affiliates’ use of any information, documents, projections, forecasts or other material relating to the express representations and warranties made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained Partnership in this Article III (as qualified by the Company Disclosure Letter)ARTICLE VI.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by IV, Parent and Merger Sub acknowledge that neither the Company Disclosure Letter), none of the Company, any of its affiliates or Partnership nor any other Person on behalf of the Company Partnership makes or has made any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses Partnership or with respect to any other information provided, or made available, provided to Parent, Merger Sub Sub, the Parent Board or their respective Representatives or affiliates Representatives, in connection with the Transactions, including Merger or the accuracy or completeness thereofother transactions contemplated hereby. Without limiting the generality of the foregoing, except as required by applicable Law, neither the Company Partnership nor any other Person will have or be subject to any liability or other obligation to Parent, Parent or Merger Sub or their Representatives or affiliates or any other Person resulting from the distribution to Parent or Merger Sub (including their respective Representatives) of, or Parent’s, ’s or Merger Sub’s (or their such Representatives’ or affiliates’ ’) use of of, any such information, including any information, documents, projections, forecasts or other material materials made available to Parent or Merger Sub in expectation of the Merger, unless any such information is the subject of an express representation or warranty set forth in this Article IV. The Partnership and the Partnership GP acknowledge and agree that, except for the representations and warranties contained in Article V, the Partnership and the Partnership GP have not relied on and none of Parent, Merger Sub or any of their respective Affiliates or Representatives has made any representation or affiliateswarranty, including either express or implied, whether written or oral, concerning Parent, Merger Sub or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to information made available in the electronic data room maintained provided by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or any of their respective Representatives Affiliates or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Representatives.

No Other Representations or Warranties. The Company has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of Parent and its Subsidiaries, which investigation, review and analysis was done by the Company and its Representatives. In entering into this Agreement, the Company acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any representations or opinions (whether written or oral) of Parent or its Affiliates (except the specific representations made in Article V). Except for the representations and warranties expressly set forth contained in this Article III (as qualified V and in the certificate delivered by the Company Disclosure LetterParent pursuant to Section 9.2(g), none of the CompanyCompany acknowledges that (a) neither Parent, any of its affiliates or Merger Sub nor any other Person on their behalf of the Company makes any other representation or warranty, express or implied representation implied, written or warranty oral, at law or in equity, with respect to Parent, its Subsidiaries, or the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, including with respect to (i) merchantability or fitness for any particular use or purpose, or (ii) the probable success or profitability of Parent, its Subsidiaries or the business thereof after the Closing Date, and there is and has been no reliance by (b) except in the case of common law fraud, neither Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other indemnification obligation to Parent, Merger Sub or their Representatives or affiliates the Company or any other Person resulting from Parent’sthe distribution to the Company or any other Person, Merger Sub’s or their Representatives’ or affiliates’ use use, of any information provided in connection with the Transactions, including any information, documents, projections, forecasts or other material made available to Parent, Merger Sub them in certain “data rooms” or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives presentations or in any other form in expectation of, or in connection with with, the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. (a) Except for the express written representations and warranties expressly set forth made by the Company contained in this Article III (as qualified IV and in any certificates delivered by the Company Disclosure Letter), none of the Company, or any of its affiliates Representatives in connection with the Transactions (including as contemplated by clause (iii)(5) of Annex A), neither the Company nor any Representative or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or any of its Affiliates or any of its or their respective businesses businesses, assets, Liabilities, financial condition or results of operations or with respect to any other information provided, provided to Parent or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, and the Company hereby disclaims any other representations or warranties, express or implied (including any implied warranty of merchantability or fitness for a particular purpose), as to the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor of any other Person will have information made (or be subject to made available) by itself or any liability of its Representatives with respect to, or other obligation to in connection with, the negotiation, execution and delivery of this Agreement or the Transactions. (b) The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V, (i) neither Parent, Merger Sub or their Representatives or affiliates or nor any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives makes, or in has made, any other form representations or warranties relating to itself or its business, assets, Liabilities, financial condition or results of operations or otherwise in connection with the Transactions, unless and to the extent Company is not relying on any such information is expressly included in a representation or warranty contained of Parent or Merger Sub except for those expressly set forth in this Article III Agreement and (as qualified ii) no Person has been authorized by Parent or Merger Sub to make any representation or warranty relating to the Parent or Merger Sub or their business, assets, Liabilities, financial condition or results of operations or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by the Company Disclosure Letter)as having been authorized by such party.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by III, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, assets, liabilities, condition (financial or otherwise) or prospects, and there is and has been no reliance by the Company hereby disclaims any such other representations or warranties, including with respect to any oral or written information furnished or made available to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to Affiliates in the Companycourse of their due diligence of the Company and its Subsidiaries, the Company Subsidiaries negotiation of this Agreement or their respective businesses or with respect to any in the course of the Merger and the other information providedtransactions contemplated hereby. In particular, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without without limiting the foregoingforegoing disclaimer, neither the Company nor any other Person will have makes or be subject to has made any liability representation or other obligation warranty to Parent, Merger Sub or any of their Affiliates or Representatives with respect to any financial projection, forecast, estimate, budget or affiliates or prospect information relating to the Company, any other Person resulting from Parent’s, Merger Sub’s of its Subsidiaries or their Representatives’ or affiliates’ use of any informationrespective businesses. (b) Notwithstanding anything contained in this Agreement to the contrary, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf acknowledges and agrees that none of Parent, Merger Sub or their respective Representatives or in any other form Person has made or making any representations or warranties relating to Parent or Merger Sub whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in connection with the TransactionsArticle IV, unless and to the extent including any such information is expressly included in a implied representation or warranty contained in this Article III (as qualified by to the accuracy or completeness of any information regarding Parent or Merger Sub furnished or made available to the Company Disclosure Letter)or any of its Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by Purchaser and Merger Sub in this Article III (as qualified by VI or in any Related Agreement or the Company Disclosure Letter)Schedules, none of the Companyneither Purchaser, any of its affiliates or Merger Sub nor any other Person on behalf of makes, and the Company makes or the Company Stockholders have not relied and are not relying on, any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Companyany of Purchaser, the Company Merger Sub, their respective Subsidiaries or their respective businesses businesses, operations, assets, Liabilities, conditions (financial or with respect to otherwise) or prospects, and Purchaser and Merger Sub hereby disclaims any such other information providedrepresentations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Purchaser in this Article VI or made availablein any Related Agreement or the Disclosure Schedules, to Parentneither Purchaser, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have makes or be subject has made any representation or warranty to the Company or any liability of its Affiliates or other obligation Representatives with respect to Parent(a) any financial projection, Merger Sub forecast, estimate, budget or prospective information relating to Purchaser, any of its Subsidiaries or their Representatives respective businesses, or affiliates (b) any oral or written information presented to the Company or any other Person resulting from Parent’s, Merger Sub’s of its Affiliates or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by course of their due diligence investigation of Purchaser, the Company for purposes negotiation of this Agreement or in the course of the Transactions, teasersexcept in each case, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, for the representations and warranties made by Purchaser and Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)VI.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by V, the Company Disclosure Letter), Partnership acknowledges that none of the CompanyParent, any of its affiliates Merger Sub or any other Person on behalf of the Company Parent or Merger Sub makes or has made any other express or implied representation or warranty (and there is and has been no reliance by Parentwith respect to, Parent or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information providedprovided to the Partnership, or made availablethe Partnership GP, to Parentthe GP Board, Merger Sub the GP Conflicts Committee or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereofRepresentatives. Without limiting the generality of the foregoing, except to the extent required otherwise by applicable Law, neither the Company Parent nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub the Partnership or their Representatives or affiliates the Partnership GP or any other Person resulting from Parent’sthe distribution to the Partnership, Merger Subthe Partnership GP, the GP Board or the GP Conflicts Committee (including their respective Representatives) of, or the Partnership’s or their the Partnership GP’s (or such Representatives’ or affiliates’ ’) use of of, any such information, including any information, documents, projections, forecasts or other material materials made available to Parentthe Partnership, Merger Sub or their Representatives or affiliatesthe Partnership GP, including any information made available in the electronic data room maintained by GP Board, the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub GP Conflicts Committee or their respective Representatives or in any other form in connection with expectation of the TransactionsMerger, unless and to the extent any such information is expressly included in a the subject of an express representation or warranty contained set forth in this Article III V. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties contained in Article IV, Parent and Merger Sub have not relied on and none of the Partnership, Partnership GP or any of their respective Affiliates or Representatives has made any representation or warranty, either express or implied, whether written or oral, concerning the Partnership, the Partnership GP or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (as qualified financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to information provided by or on behalf of the Company Disclosure Letter)Partnership, the Partnership GP or any of their respective Affiliates or Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)4, none of the Company, Company or any of its affiliates or Affiliates nor any other Person on behalf of the Company any of them makes or has made any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made availableMade Available, to Parent, Merger Sub or their respective Representatives or affiliates Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting The Company acknowledges and agrees that, except for the foregoingrepresentations and warranties made by Parent and Merger Sub in Article 5, neither the Company nor any other Person will have or be subject to any liability or other obligation to none of Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’sis making or has made any representations or warranty, Merger Sub’s expressed or their Representatives’ implied, at law or affiliates’ use of any informationin equity, documents, projections, forecasts with respect to or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or any of their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent, Merger Sub or any of their Subsidiaries or any other matter furnished or provided to the Company or made available to the Company or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with with, this Agreement or the Transactions, unless . The Company is not relying and to the extent specifically disclaims that it is relying upon or has relied upon any such information is expressly included in a representation other representations or warranty contained in this Article III (as qualified warranties that may have been made by the Company Disclosure Letter)any Person, and acknowledges and agrees that Parent, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article V, neither Parent, Merger Sub nor any Representative or other Person on behalf of either makes any express or implied representation or warranty with respect to them or with respect to any other information provided to the Company in connection with the transactions contemplated hereby. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV and in the certificate contemplated by clause (C)(6) of Annex A), (a) neither the Company, its Subsidiaries nor any of their respective Representatives makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger, and neither Parent nor Merger Sub is relying on any representation or warranty of the Company except for those expressly set forth in this Article III Agreement or any such certificate, (as qualified b) no Person has been authorized by the Company Disclosure Letter), none of the Company, or any of its affiliates Subsidiaries to make any representation or warranty relating to the Company or any of its Subsidiaries or their businesses or otherwise in connection with the Merger and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other Person on behalf of the Company makes any express materials or implied representation information provided or warranty (and there is and has been no reliance by addressed to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Representatives are not and shall not be deemed to be or authorized agents on include representations or warranties of the Company unless any such materials or information is the subject of any express representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates warranty set forth in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives Article IV or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)certificate.

No Other Representations or Warranties. Except Parent and Merger Sub acknowledge and agree that except for the representations and warranties expressly set forth contained in this Article III (as qualified by III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Company Disclosure Letter)Shares, none of the Company, any of its affiliates Subsidiaries, or any other Person on behalf stockholder or Representative of the Company or any of its Subsidiaries makes or has made any representation or warranty, either express or implied representation implied, concerning the Company or warranty (and there is and has been no reliance by Parent, Merger Sub its Subsidiaries or any of their respective affiliatesassets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) except with respect to the Companyrepresentations and warranties contained in Article III, any certificate delivered pursuant to Article VI or any letter of transmittal related to the Shares, none of the Company Subsidiaries or their respective businesses its Affiliates, Subsidiaries, stockholders or with respect Representatives shall have any liability to any other information provided, Parent or made available, to Parent, Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives on any basis (including in contract or affiliates in connection with the Transactionstort, including the accuracy under federal or completeness thereof. Without limiting the foregoing, neither the Company nor state securities laws or otherwise) based upon any other Person will have information or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates statements (or any other Person resulting from Parent’s, Merger Sub’s omissions therefrom) provided or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionsor its Affiliates, teasersSubsidiaries, marketing materials, consulting reports stockholders or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses Representatives to questions submitted on behalf of Parent, Parent or Merger Sub or their respective Affiliates, Subsidiaries, stockholders or Representatives or in any other form in connection with the TransactionsMerger and the other transactions contemplated hereby. Each of Parent and Merger Sub acknowledges and agrees that, unless as of the date hereof and to the extent any such its knowledge, it has been furnished with, or given adequate access to, all information is expressly included in a representation or warranty contained in this Article III (as qualified by and materials relating to the Company Disclosure Letter)and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub has made of them concerning the Company and its Subsidiaries.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III 4 (as qualified by the Company Parent Disclosure Letter), none of the CompanyParent, any of its affiliates or any other Person on behalf of the Company Parent makes any express or implied representation or warranty (and there is the Company, on its own behalf and on behalf of the Company’s Representatives, acknowledges and agrees that it has been no reliance by Parentnot relied, Merger Sub or any of their respective affiliatesand disclaims reliance, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyParent, the Company Parent Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub the Company or their respective the Company’s Representatives or affiliates or any other Person in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor none of Parent, Merger Sub, or any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub the Company or their the Company Representatives or affiliates or any other Person resulting from (and the Company acknowledges and agrees that none of Parent’s, Merger Sub, or any other Person will have or be subject to any such liability or obligation) resulting from the Company’s or their the Company Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Company or their the Company Representatives or affiliates, including any information made available in the electronic data room maintained by the Company Parent for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Company or their respective the Company’s Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III 4 (as qualified by the Company Parent Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by including the Company Disclosure Letter) or in the certificate delivered by the Company to Parent and Merger Sub pursuant to Section 7.03(d) (and notwithstanding the delivery or disclosure to Parent, Merger Sub or their respective Representatives of any documentation, projections, estimates, budgets, forecasts, plans or other information), each of Parent and Merger Sub acknowledges that (x) none of the Company, any Company Subsidiary or any other Person acting on behalf of the Company or a Company Subsidiary makes, or has made, any representation or warranty, express or implied, relating to itself or its affiliates business or otherwise in connection with this Agreement and Parent and Merger Sub are not relying on any representation, warranty or other information of any Person except for those representations or warranties expressly set forth in this Agreement, (y) no Person has been authorized by the Company, the Company Subsidiaries or any other Person on behalf of the Company makes to make any representation or warranty, express or implied implied, relating to itself or its business or otherwise in connection with this Agreement and Merger, and if made, such representation or warranty will not be relied upon by Parent or Merger Sub as having been authorized by such entity and (and there is and has been no reliance by z) any estimate, projection, prediction, data, financial information, memorandum, presentation, budget, forecast or any other materials or information provided or addressed to Parent, Merger Sub or any of their respective affiliatesRepresentatives, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives including any materials or authorized agents on any such representation or warranty) with respect information made available to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Parent and/or its Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained presentations by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports Company’s management are not and will not be deemed to be or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub include representations or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)warranties.

No Other Representations or Warranties. Except for the representations and warranties made by Parent in this Article IV or the Voting and Support Agreement, none of Parent, Merger Sub or any other Person makes, has made or has been authorized to make any express or implied representation or warranty with respect to Parent, Merger Sub or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and each of Parent and Merger Sub hereby disclaims any such other representations or warranties. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in this Article III (as qualified by of this Agreement, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes makes, has made or has been authorized to make any express or implied representation or warranty with respect to the Company or any of its Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (and there is and has been no reliance by financial or otherwise) or prospects in connection with this Agreement or the Transactions, including with respect to the accuracy or completeness of any information provided, or made available, or Made Available, to Parent, Merger Sub or any of their respective affiliatesSubsidiaries, officersAffiliates or Representatives in connection with the Transactions. Parent and Merger Sub are not relying on, directorsand waive any claim based on reliance on, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives any express or authorized agents on any such implied representation or warranty, or other information of the Company or any Person, other than those expressly set forth in Article III of this Agreement. Each of Parent and Merger Sub acknowledges that, as of the Agreement Date, they and their Representatives and applicable Affiliates (a) have received adequate access to (i) such books and records, facilities, properties, premises, equipment, contracts and other properties and assets of the Company which they and their Representatives and such Affiliates, as of the Agreement Date, have desired or requested to see or review and (ii) the electronic and physical data rooms in connection with the Transactions, (b) have had adequate opportunity to meet with the management of the Company and to discuss the business and assets of the Company, and (c) have had adequate opportunity to make such legal, factual and other inquiries and investigation as they deem necessary, desirable or appropriate with respect to the Company. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge and agree that none of the Company or any other Person makes, has made or has been authorized to make an express or implied representation or warranty (including as to completeness or accuracy) to Parent or Merger Sub or their Affiliates, Subsidiaries or Representatives with respect to, and none of the Company, any of the Company’s Subsidiaries or any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting from, the Company or any of the Company’s Subsidiaries or their respective businesses or with respect to any other information providedRepresentatives providing, or made making available, to Parent, Merger Sub or any of their Affiliates or their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, budgeted financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent and/or its Representatives or affiliates in connection with presentations by the Transactions, including the accuracy Company’s management or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the on any electronic data room and maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any and the other form in connection with the Transactions, Transactions unless and to the extent any such information is expressly included and specifically set forth in a representation or warranty contained in this Article III. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make estimates, projections, budgets and other forecasts and plans, that they are familiar with such uncertainties and that Parent and Merger Sub are taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Each of Parent and Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition (financial or otherwise), assets, operations and business of the Company and its Subsidiaries. In making its determination to proceed with the Merger and the other Transaction, each of Parent and Merger Sub has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III (as qualified by the Company Disclosure Letter)and has not relied directly or indirectly on any other express or implied representation or warranty or any materials or information Made Available to Parent, Merger Sub, or any of their respective Affiliates, Subsidiaries or Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)3, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)3.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV in any certificate delivered by Parent or any of its Representatives pursuant to Section 7.3(c), neither Parent, Merger Sub nor any Representative or other Person on behalf of either makes any express or implied representation or warranty with respect to them or with respect to any other information provided to the Company in connection with the Transactions. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III, (a) neither the Company, its Subsidiaries nor any of their respective Representatives makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Merger, and neither Parent nor Merger Sub is relying on any representation or warranty of the Company except for those expressly set forth in this Article III Agreement or any such certificate, (as qualified b) no Person has been authorized by the Company Disclosure Letter), none of the Company, or any of its affiliates Subsidiaries to make any representation or warranty relating to the Company or any of its Subsidiaries or their businesses or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other Person on behalf of the Company makes any express materials or implied representation information provided or warranty (and there is and has been no reliance by addressed to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Representatives are not and shall not be deemed to be or authorized agents on include representations or warranties of the Company unless any such materials or information is the subject of any express representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates warranty set forth in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives Article III or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)certificate.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Parent Parties and Merger Sub in this Article III (as qualified by the Company Disclosure Letter)ARTICLE VII, none of the CompanyParent Parties, any of its affiliates Merger Sub or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parentwith respect to the Parent Parties, Merger Sub or any of their respective affiliatesAffiliates or any of their respective businesses, officersoperations, directorsassets, employeesliabilities, accountantsconditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on and each of the Parent Parties and Merger Sub hereby expressly disclaims any such representation other representations or warranty) with respect to warranties. In particular, without limiting the Companyforegoing, none of the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to ParentParent Parties, Merger Sub or any other Person makes or has made any representation or warranty to the Partnership Parties or any of their respective Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or affiliates prospect information relating to Parent, any of its Affiliates or any of their respective businesses, or (b) any oral or, except for the representations and warranties made by Parent or Merger Sub in connection with this ARTICLE VII, written information made available to the Partnership Parties or any of their respective Affiliates or Representatives in the course of their evaluation of Parent, the negotiation of this Agreement or in the course of the Transactions, including the accuracy or completeness thereof. Without limiting Notwithstanding the foregoing, neither nothing in this Section 7.16 shall limit the Company nor any other Person will have Partnership Parties’ remedies with respect to intentional or be subject willful misrepresentation of material facts that constitute common law fraud arising from or relating to any liability or other obligation to Parent, the express representations and warranties made by Parent and Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)ARTICLE VII.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by IV, neither the Company Disclosure Letter), none of the Company, any of its affiliates or Partnership nor any other Person on behalf of the Company makes or has made any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses Partnership or with respect to any other information provided, provided to Parent or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including Merger or the accuracy or completeness thereofother transactions contemplated hereby. Without limiting the generality of the foregoing, neither the Company Partnership nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from the distribution to Parent or Merger Sub (including their respective Representatives) of, or Parent’s, ’s or Merger Sub’s (or their such Representatives’ or affiliates’ ’) use of of, any such information, including any information, documents, projections, forecasts or other material materials made available to Parent or Merger Sub in expectation of the Merger, unless any such information is the subject of an express representation or warranty set forth in this Article IV. The Partnership and the Partnership GP acknowledge and agree that, except for the representations and warranties contained in Article V, the Partnership and the Partnership GP have not relied on, and none of Parent, Merger Sub or any of their respective Affiliates or Representatives has made, any representation or affiliateswarranty, including either express or implied, whether written or oral, concerning Parent, Merger Sub or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to information made available in the electronic data room maintained provided by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or any of their respective Representatives Affiliates or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Representatives.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by Parent and Merger Sub in this Article III (as qualified by the Company Disclosure Letter)IV, none of the CompanyParent, any of its affiliates Merger Sub or any other Person on behalf of the Company makes any express or implied representation or warranty with respect to Parent or Merger Sub or their respective businesses, assets, liabilities, condition (financial or otherwise) or prospects, and there Parent and Merger Sub hereby disclaim any such other representations or warranties, including with respect to any oral or written information furnished or made available to the Company, its Subsidiaries or any of their Affiliates or Representatives in the course of their negotiation of this Agreement or in the course of the Merger and the other transactions contemplated hereby, except for the representations and warranties made by Parent and Merger Sub in this Article IV. (b) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person has made or is and has been no reliance making any representations or warranties relating to the Company whatsoever, express or implied, beyond those expressly given by the Company in Article III, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub or any of their respective affiliatesRepresentatives. Without limiting the generality of the foregoing, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives each of Parent and Merger Sub acknowledges that no representations or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or warranties are made with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts forecasts, estimates, budgets or other material prospect information that may have been made available to Parent, Merger Sub or any of their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by of the date hereof, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or any of its Subsidiaries or their respective businesses or with respect to any other information provided, provided to Parent or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither thereof and the Company nor disclaims any other Person will have or be subject to any liability or other obligation to Parentrepresentations and warranties, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material whether made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company or any of its Affiliates, officers, directors, employees, agents or representatives. Except for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless representations and to the extent any such information is warranties expressly included in a representation or warranty contained in this Article III (as qualified modified by the Company Disclosure Letter), or in any certificate delivered pursuant to this Agreement to Parent or Merger Sub in connection with the consummation of the Merger, the Company hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Parent or Merger Sub or their respective affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Merger Sub by any director, officer, employee, agent, consultant, or representative of the Company or any of its affiliates). The Company makes no representations or warranties to Parent or Merger Sub regarding the probable future success or profitability of the Company’s business.

No Other Representations or Warranties. Except for Each of Parent and Merger Subsidiary acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries and their respective businesses and, in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Merger Subsidiary has relied solely on the results of its own independent investigation (subject only to the benefit of the express representations and warranties expressly of the Company set forth in Article 3 of this Article III (Agreement as qualified and limited by the Company Disclosure LetterSchedules), none of . Such representations and warranties by the Company, any of its affiliates or any other Person on behalf Company constitute the sole and exclusive representations and warranties of the Company makes any express or implied representation or warranty (to Parent and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates Subsidiary in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither and each of Parent and Merger Subsidiary acknowledges and agrees that the Company nor any other Person will have and its Affiliates are making no representations or be subject to any liability warranties whatsoever, express or other obligation to Parentimplied, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’sbeyond those expressly given in Article 3 of this Agreement, Merger Sub’s or their Representatives’ or affiliates’ use of any informationas applicable, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (each as qualified and limited by the Company Disclosure Letter)Schedules, including any implied warranty as to condition, merchantability or suitability as to the Common Stock, the Company or its Subsidiaries, the businesses thereof, or any of the assets of the Company or its Subsidiaries and it is understood that the Company makes no representations and warranties concerning the Company or the Subsidiaries, their respective businesses, or their assets other than the express representations and warranties set forth in Article 3 of this Agreement as qualified and limited by the Company Disclosure Schedules.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified or in any certificate delivered by the Company Disclosure Letter)pursuant to this Agreement or by any other Person in the Support Agreement, none of Parent and Merger Sub acknowledge that neither the Company, Company nor any of its affiliates or Subsidiaries, nor any other Person Person, have made or are making, and each of Parent, Merger Sub and their Affiliates and respective Representatives have not relied on behalf of the Company makes and are not relying on, any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and there is other forward-looking information or business and has been no reliance strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their Affiliates or respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing or any oral, written, video, electronic or other information developed by Parent, Merger Sub or any of their Affiliates or respective affiliatesRepresentatives. In particular, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to and without limiting the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting generality of the foregoing, neither the Company nor any other Person will have makes or be subject has made any express or implied representation or warranty to any liability Parent or other obligation to Parent, Merger Sub any of their Affiliates or respective Representatives with respect to (x) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their Representatives respective businesses or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material (y) except for the representations and warranties made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified and any certificate delivered by the Company Disclosure Letter)pursuant to this Agreement, any oral, written, video, electronic or other information presented to Parent or Merger Sub or any of their Affiliates or respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transactions.

No Other Representations or Warranties. Except (a) The Company agrees and acknowledges that, except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)V, none of the Company, any of its affiliates or neither Parent nor any other Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub on behalf of Parent or any of their respective affiliatesits Affiliates. The Company agrees and acknowledges that in making the decision to enter into this Agreement and consummate the Transactions, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents the Company has relied exclusively on the express representations and warranties contained in Article V and has not relied on any such other representation or warranty) with respect to the Company, express or implied. The Company agrees and acknowledges that neither Parent nor any other Person has made, and the Company Subsidiaries has not relied on, any representation or their respective businesses warranty, express or with respect implied, as to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts information regarding Parent or other material its Affiliates furnished or made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionsand its Representatives except as expressly set forth in Article V. (b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT (AS QUALIFIED BY THE COMPANY DISCLOSURE LETTER AND THE COMPANY SEC REPORTS, teasersAS APPLICABLE) OR IN ANY CERTIFICATE DELIVERED BY THE COMPANY PURSUANT TO THIS AGREEMENT, marketing materialsTHE COMPANY DOES NOT MAKE ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY TO PARENT OR MERGER SUB, consulting reports or materialsINCLUDING WITH RESPECT TO VALUE, confidential information memorandaCONDITION, management presentationsMERCHANTABILITY OR SUITABILITY, functional “break-out” discussionsWITH RESPECT TO THE COMPANY, responses to questions submitted on behalf of ParentITS SUBSIDIARIES, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)ITS BUSINESS OR THE TRANSACTIONS.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)‎ARTICLE 3, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parentof any kind whatsoever, Merger Sub at Law or any of their respective affiliatesin equity, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses businesses, operations, assets, liabilities, conditions (financial or otherwise) or with respect to any other information (including projections, estimates, forecasts or budgets) provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof, notwithstanding the delivery or disclosure to Parent and the Merger Sub or any of their affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of ParentP▇▇▇▇▇, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III ‎ARTICLE 3. (as qualified b) Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that (i) neither Parent nor Merger Sub, nor any affiliate or Representative of either of them, has made or is making any representation or warranty relating to Parent, any of its Subsidiaries or Merger Sub, whatsoever, express or implied, beyond those expressly given by P▇▇▇▇▇ and Merger Sub in ARTICLE 4 and the certificate delivered by the Parent and Merger Sub pursuant to Section 6.3(c), including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent and its Subsidiaries furnished or made available to the Company Disclosure Letteror any of its Representatives, (ii) all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Parent and Merger Sub, and (iii) the Company is not relying and has not relied on any such other representation or warranty not set forth in ARTICLE 4 and the certificate delivered by the Parent and Merger Sub pursuant to Section 6.3(c).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)3, none of the Company, the Sellers or any of its affiliates their respective Related Parties has made or any other Person on behalf of the Company makes is making any express or implied representation or warranty (and there is and has been no reliance by Parentof any nature to the Buyer, Merger Sub or any of their respective affiliatesRelated Parties, officersat law or in equity, directorswith respect to matters relating to the Sellers, employeesthe Company and its Subsidiaries, accountantstheir respective Related Parties, consultantstheir respective businesses, legal counselthe Company Equity Interests or any other matter related to or in connection with the transactions contemplated hereby, investment bankersand the Company, advisors, representatives or authorized agents the Sellers and their respective Related Parties hereby expressly disclaims reliance on any such other representations or warranties (including as to the accuracy or completeness of any information provided to the Buyer or Merger Sub). Without limiting the generality of the foregoing, except as expressly set forth in this Article 3, none of the Company, the Sellers or their respective Related Parties has made or is making any representation or warrantywarranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Buyer, Merger Sub or their respective Related Parties 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 and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to the Buyer, Merger Sub or their respective Related Parties with respect to the Company, the Company and its Subsidiaries or their respective businesses or with respect operations (including as to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letterdocuments).

No Other Representations or Warranties. Parent and Merger Sub have conducted their own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and its Subsidiaries, which investigation, review and analysis was done by Parent, Merger Sub and their Representatives. In entering into this Agreement, Parent and Merger Sub acknowledge that they have relied solely upon the aforementioned investigation, review and analysis and not on any representations or opinions (whether written or oral) of the Company or its Affiliates (except the specific representations made in Article IV). Except for the representations and warranties expressly set forth contained in this Article III (as qualified IV and in the certificate delivered by the Company Disclosure Letterpursuant to Section 9.3(f ), none of Parent and Merger Sub acknowledge that (a) neither the Company, any of its affiliates or Company nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such other representation or warranty) , express or implied, written or oral, at law or in equity, with respect to the Company, its Subsidiaries, or the Company Subsidiaries business, operations, assets, liabilities, results of operations, condition (financial or their respective businesses otherwise) or prospects thereof, including with respect to (i) merchantability or fitness for any other information providedparticular use or purpose, or made available(ii) the probable success or profitability of the Company, its Subsidiaries or the business thereof after the Closing Date, and (b) except (subject to Parent, Merger Sub or their respective Representatives or affiliates Section 4.26 and Section 5.26 ) in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoingcase of common law fraud, neither the Company nor any other Person will have or be subject to any liability or other indemnification obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from the distribution to Parent’s, Merger Sub’s Sub or any other Person, or their Representatives’ or affiliates’ use use, of any information provided in connection with the Transactions, including any information, documents, projections, forecasts or other material made available to Parent, Merger Sub them in certain"data rooms" or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives presentations or in any other form in expectation of, or in connection with with, the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. The Company has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of Parent and its Subsidiaries, which investigation, review and analysis was done by the Company and its Representatives. In entering into this Agreement, the Company acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any representations or opinions (whether written or oral) of Parent or its Affiliates (except the specific representations made in Article V). Except for the representations and warranties expressly set forth contained in this Article III (as qualified V and in the certificate delivered by the Company Disclosure LetterParent pursuant to Section 9.2(f ), none of the CompanyCompany acknowledges that (a) neither Parent, any of its affiliates or Merger Sub nor any other Person on their behalf of the Company makes any other representation or warranty, express or implied representation implied, written or warranty oral, at law or in equity, with respect to Parent, its Subsidiaries, or the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, including with respect to (i) merchantability or fitness for any particular use or purpose, or (ii) the probable success or profitability of Parent, its Subsidiaries or the business thereof after the Closing Date, and there is (b) except (subject to Section 4.26 and has been no reliance by Section 5.26 ) in the case of common law fraud, neither Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other indemnification obligation to Parent, Merger Sub or their Representatives or affiliates the Company or any other Person resulting from Parent’sthe distribution to the Company or any other Person, Merger Sub’s or their Representatives’ or affiliates’ use use, of any information provided in connection with the Transactions, including any information, documents, projections, forecasts or other material made available to Parent, Merger Sub them in certain"data rooms" or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives presentations or in any other form in expectation of, or in connection with with, the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth in this Article III (as qualified 3 or in any certificate delivered by the Company Disclosure Letterpursuant to Section 6.3(d), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Parent or Merger Sub or their Representatives or affiliates, including any information made available affiliates in the electronic data room rooms maintained by the Company or its Representatives for purposes of the Transactions, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions. (b) The Company acknowledges that none of Parent, unless Merger Sub, any of their respective affiliates or any other Person on behalf of Parent or Merger Sub makes, 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 in connection with the Transactions including the accuracy or completeness thereof other than the representations and warranties contained in Article 4 or in any certificate delivered by Parent or Merger Sub pursuant to Section 6.3(d). The Company acknowledges and agrees that, to the fullest extent permitted by applicable Law, Parent and Merger Sub, and their respective affiliates, stockholders, controlling persons or Representatives shall not have any liability or responsibility whatsoever to the Company or its affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data rooms, management presentations, information or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to the Company or any of its affiliates, stockholders, controlling persons or Representatives, except as and only to the extent expressly set forth in Article 4 or in any such information is expressly included in a representation certificate delivered by Parent or warranty contained in this Article III (as qualified by the Company Disclosure LetterMerger Sub pursuant to Section 6.3(d).

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by 3, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries its Subsidiaries, or their respective businesses businesses, operations, assets, liabilities, conditions (financial or with respect to otherwise) or prospects, and the Company hereby disclaims any such other information providedrepresentations or warranties. In particular, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without without limiting the foregoingforegoing disclaimer, neither the Company nor any other Person will have makes or be subject has made any representation or warranty to Acquiror or any liability of its Affiliates or other obligation representatives with respect to: (i) any financial projection, forecast, estimate, budget or prospective information relating to Parentthe Company, Merger Sub any of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Company in this Article 3, any oral or written information presented to Acquiror or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. No Person has been authorized by the Company or any of its Subsidiaries, or any of their respective Affiliates or Representatives, to make any representation or warranty relating to the Company and its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Merger, and if made, such representation or warranty must not be relied upon by Acquiror, its Subsidiaries, or any of their respective Affiliates or Representatives as having been authorized by the Company and its Subsidiaries, or affiliates any of their respective Affiliates or Representatives (or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Person). (b) The Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in acknowledges and agrees that neither A▇▇▇▇▇▇▇ nor any other form in connection with the Transactions, unless and to the extent Person has made or is making any such information is expressly included in a express or implied representation or warranty other than those contained in this Article III (as qualified by the Company Disclosure Letter)4.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III 3 (as qualified by the Company Disclosure LetterSchedule), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersteaser, marketing materials, consulting reports or materials, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III 3 (as qualified by the Company Disclosure LetterSchedule).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)3, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by the Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to the Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from the Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to the Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)3.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by Agreement or in any closing certificate delivered pursuant to Section 7.2(d), Parent and Merger Sub agree and acknowledge that neither the Company Disclosure Letter), none of the Company, nor any of its affiliates or any other Person on behalf of the Company makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or any of its Subsidiaries or their respective businesses or with respect to any other information provided, provided or made available, available to Parent, Parent or Merger Sub or their respective Representatives or affiliates in connection with this Agreement or the TransactionsMerger, including the accuracy information conveyed at management presentations, in virtual data rooms or completeness thereof. Without in due diligence sessions and, without limiting the foregoing, neither including any estimates, projections, predictions or other forward-looking information, and the Company nor any other Person will shall not have or be subject to any liability to Parent or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, ’s or Merger Sub’s or their Representatives’ or affiliates’ use reliance on any such information. Each of any information, documents, projections, forecasts or other material made available to Parent, Parent and Merger Sub specifically disclaims that it is relying on or their Representatives has relied on any representations or affiliateswarranties, including other than those representations and warranties contained in this Agreement or in any information closing certificate delivered pursuant to Section 7.2(d), that may have been made available in the electronic data room maintained by any Person, and acknowledges and agrees that the Company for purposes and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Each of the TransactionsParent and Merger Sub, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parentitself and its Subsidiaries, Merger Sub or their respective Representatives or in any other form in connection with acknowledges and agrees that it has had reasonable access to, and has been afforded the Transactionsopportunity to request and review, unless the books and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by records of the Company Disclosure Letterand its Subsidiaries (including in the possession of the Company’s Representatives).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)4, none of the Company, Company or any of its affiliates or Affiliates nor any other Person on behalf of the Company any of them makes or has made any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made availableMade Available, to Parent, Merger Sub or their respective Representatives or affiliates Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting The Company acknowledges and agrees that, except for the foregoingrepresentations and warranties made by Parent and Merger Sub in Article 5 (as qualified by the applicable items disclosed in the Parent Disclosure Schedules), neither the Company nor any other Person will have or be subject to any liability or other obligation to none of Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’sis making or has made any representations or warranty, Merger Sub’s expressed or their Representatives’ implied, at law or affiliates’ use of any informationin equity, documents, projections, forecasts with respect to or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or any of their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent, Merger Sub or any of their Subsidiaries or any other matter furnished or provided to the Company or made available to the Company or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with with, this Agreement or the Transactions, unless . The Company is not relying upon and to the extent specifically disclaims that it is relying upon or has relied upon any such information is expressly included in a representation other representations or warranty contained in this Article III (as qualified warranties that may have been made by the Company Disclosure Letter)any Person, and acknowledges and agrees that Parent, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Company, any of its affiliates or no Partnership Party nor any other Person on behalf Person, including any Affiliate of the Company any Partnership Party, makes or has made any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses Partnership Entities or with respect to any other information provided, or made available, provided to Parent, Merger Sub the Buyer Parties or their respective Affiliates or Representatives or affiliates in connection with this Agreement, the Transactionsother Transaction Documents or the transactions contemplated hereby or thereby, including the accuracy or completeness thereofMerger. Without limiting the generality of the foregoing, neither the Company no Partnership Party nor any other Person will have or be subject to to, and each Partnership Party disclaims, any liability Liability or other obligation to Parent, Merger Sub or their Representatives or affiliates a Buyer Party or any other Person resulting from Parent’sthe distribution or communication to a Buyer Party (including its Affiliates and Representatives) of, Merger Subor a Buyer Party’s (or their Representativessuch Affiliates’ or affiliates’ Representatives’) use of of, any such information, including any information, documents, projections, forecasts or other material materials made available to Parentavailable, Merger Sub distributed or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives communicated (orally or in any other form writing) to a Buyer Party or its Affiliates or Representatives in connection with the Transactionstransactions contemplated by this Agreement or the other Transaction Documents, unless and to the extent any such information is expressly included in a the subject of an express representation or warranty contained set forth in this Article III IV. The Partnership Parties acknowledge and agree that, except for the representations and warranties contained in Article V, the Partnership Parties have not relied on, and none of the Buyer Parties or any of their respective Affiliates or Representatives has made, any representation, warranty or statement, including as to the accuracy or completeness thereof, either express or implied, whether written or oral, concerning the Buyer Parties or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (as qualified financial or otherwise) or prospects, the transactions contemplated by this Agreement and the Company Disclosure Letter)other Transaction Documents or otherwise with respect to information provided by or on behalf of the Buyer Parties or any of their respective Affiliates or Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly made by the Company in this Article III or in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company any of its Subsidiaries or their respective business, operations, assets, liabilities, financial condition, notwithstanding the delivery or disclosure to Parent and Merger Sub or any of their Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, except for the representations and warranties made by the Company in this Article III or in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, or budget relating to the Company, any of its Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub or any of their respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transactions. Except for the representations and warranties expressly set forth in this Article III (as qualified by IV, the Company Disclosure Letter)hereby acknowledges that neither Parent, none of the CompanyMerger Sub, any of its affiliates or nor any other Person on behalf of the Company Person, makes or has made or is making any other express or implied representation or warranty (and there is and has been no reliance by with respect to Parent, Merger Sub Sub, or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses business or operations, including with respect to any other information provided, provided or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Company or their any of its Representatives or affiliates, including any information made available in the electronic data room maintained developed by the Company for purposes or any of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)its Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly of the Seller set forth in this Article III ARTICLE III, Buyer hereby acknowledges and agrees that (as qualified by the Company Disclosure Letter)a) neither any Seller-Related Party, none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes Person, has made or is making any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyBusiness, the Company Subsidiaries or their respective businesses or including with respect to any other information provided, provided or made availableavailable to any Buyer-Related Parties or any other Person, to Parentand (b) neither any Seller-Related Parties, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or their Representatives or affiliates any Buyer-Related Party or any other Person Person, resulting from Parent’sthe delivery, Merger Sub’s dissemination or their Representatives’ any other distribution to any Buyer-Related Parties or affiliates’ any other Person, or the use by any Buyer-Related Party or any other Person, of any such information provided or made available to any of them by any Seller-Related Party 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 Parentany Buyer-Related Parties or any other Person, Merger Sub in “data rooms,” confidential information memoranda or their Representatives management presentations in anticipation or affiliates, including any information made available in the electronic data room maintained by the Company for purposes contemplation of the Transactionstransactions contemplated by this Agreement. Buyer also acknowledges that its sole and exclusive recourse in respect of the transactions contemplated by this Agreement is to assert the rights of Buyer pursuant to ARTICLE II, teasersARTICLE VI, marketing materialsARTICLE VII, consulting reports or materialsARTICLE VIII, confidential information memorandaARTICLE IX, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless ARTICLE X and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)ARTICLE XI.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)III, none of the Company, of the Company or any of its affiliates stockholders, Subsidiaries, directors, employees, Affiliates, advisors, agents or any other Representatives or Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates Affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability liability, responsibility or other obligation to Parent, Merger Sub or Sub, their respective Representatives or affiliates Affiliates or any other Person on any basis resulting from Parent’s, Merger Sub’s or any of their Representatives’ respective Representative’s or affiliatesAffiliates’ use of any information, documents, projections, forecasts documents or other material materials made available or otherwise provided to Parent, Merger Sub or their Representatives or affiliatesthem, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memorandaCompany, management presentations, functional “break-out” discussions, responses to questions submitted by or on behalf of Parent, Merger Sub or their respective Representatives or Affiliates or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and each of Parent and Merger Sub acknowledges and agrees to the extent foregoing. The Company acknowledges that Parent and Merger Sub make no representations or warranties as to any such information is matter whatsoever except as expressly included set forth in a representation Article IV. The representations and warranties set forth in Article IV are made solely by Parent and Merger Sub, and no Representative of Parent or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Merger Sub shall have any responsibility or liability related thereto.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by IV, the Company Disclosure Letter), none of the Company, any of its affiliates or Parent Parties acknowledge that neither Partnership Party nor any other Person on behalf of the Company Partnership Parties, including any Affiliate of either Partnership Party, makes or has made any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses Partnership Entities or with respect to any other information provided, or made available, provided to Parent, Merger Sub the Parent Parties or their respective Affiliates or Representatives or affiliates in connection with the TransactionsMerger, including this Agreement or the accuracy or completeness thereofother transactions contemplated hereby. Without limiting the generality of the foregoing, except to the extent required otherwise by applicable Law, neither the Company Partnership Party nor any other Person will have or be subject to to, and each Partnership Party expressly disclaims, any liability Liability or other obligation to Parent, Merger Sub or their Representatives or affiliates a Parent Party or any other Person resulting from Parent’sthe distribution or communication to a Parent Party (including their respective Affiliates or Representatives) of, Merger Subor a Parent Party’s (or their Representativessuch Affiliates’ or affiliates’ Representatives’) use of of, any such information, including any information, documents, projections, forecasts or other material materials made available available, distributed or communicated (orally or in writing) to Parent, Merger Sub a Parent Party or their its Affiliates or Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes expectation of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the TransactionsMerger, unless and to the extent any such information is expressly included in a the subject of an express representation or warranty contained set forth in this Article III IV. The Partnership Parties acknowledge and agree that, except for the representations and warranties contained in Article V, the Partnership Parties have not relied on, and none of the Parent Parties or any of their respective Affiliates or Representatives has made, any representation, warranty or statement, including as to the accuracy or completeness thereof, either express or implied, whether written or oral, concerning the Parent Parties or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (as qualified financial or otherwise) or prospects, the transactions contemplated by this Agreement or otherwise with respect to information provided by or on behalf of the Company Disclosure Letter)Parent Parties or any of their respective Affiliates or Representatives.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by III, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or its Subsidiaries or their respective businesses businesses, results of operations, properties, financial condition, assets or with respect to liabilities, and the Company hereby disclaims any such other information providedrepresentations or warranties. In particular, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without without limiting the foregoingforegoing disclaimer, neither the Company nor any other Person will have makes or be subject has made any representation or warranty to Parent or any liability of its Affiliates or other obligation Representatives with respect to Parent(i) any financial projection, Merger Sub forecast, estimate, budget or prospect information relating to the Company, its Subsidiaries or their Representatives respective businesses or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material (ii) except for the representations and warranties made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes in this Article III, any oral or written information presented to Parent or any of its Affiliates or Representatives in the course of their due diligence investigation of the TransactionsCompany, teasersthe negotiation of this Agreement or in the course of the transactions contemplated hereby. (b) Notwithstanding anything contained in this Agreement to the contrary, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf the Company acknowledges and agrees that none of Parent, Merger Sub or their respective Representatives or in any other form Person has made or is making any representations or warranties relating to Parent whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in connection with the TransactionsArticle IV hereof, unless and to the extent including any such information is expressly included in a implied representation or warranty contained in this Article III (as qualified by to the accuracy or completeness of any information regarding Parent furnished or made available to the Company Disclosure Letter)or its Representatives. Without limiting the generality of the foregoing, the Company acknowledges that no representations or warranties are made with respect to any financial projections, forecasts, estimates, budgets or prospect information that may have been made available to the Company or any of its Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by Parent, Ultimate Parent and Merger Sub in this Article III (as qualified by the Company Disclosure Letter)IV or in any certificate delivered pursuant to this Agreement, none of the CompanyParent, any of its affiliates Ultimate Parent, Merger Sub or any other Person on behalf of the Company makes or has made or is making any express or implied representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to Parent, Ultimate Parent or Merger Sub or their respective Affiliates or business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to the Company or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Except for the representations and there warranties expressly made by the Company in Article III or in any certificate delivered pursuant to this Agreement, Parent, Ultimate Parent and Merger Sub hereby acknowledge that neither the Company nor any of its Subsidiaries, nor any other Person, makes or has made or is and has been no reliance by making any other representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company or any of its Subsidiaries or their Affiliates or their respective business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the delivery or disclosure to Parent, Ultimate Parent, Merger Sub or any of their respective affiliatesAffiliates or Representatives of any documentation, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives forecasts or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or other information with respect to any other information provided, one or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting more of the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article ARTICLE III (as qualified by including the related portions of the Company Disclosure Letter), none of neither the Company, any of its affiliates or Company nor any other Person on behalf of the Company makes has made or is making any express or implied representation or warranty (and there is and has been no reliance by Parentwarranty, Merger Sub either written or any of their respective affiliatesoral, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, provided to Parent, Merger Sub, or Second Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including Mergers or the accuracy or completeness thereofother transactions contemplated hereby. Without limiting the generality of the foregoing, neither the Company nor any other Person will have has made or be subject makes any representation or warranty with respect to any liability projections, estimates, or other obligation to Parentbudgets of future revenues, Merger Sub future results of operations, future cash flows, or their Representatives or affiliates future financial condition (or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use component of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliatesof the foregoing) of the Company, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of ParentParent or its Representatives, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement. Neither the Company or any other Person shall have or be subject to any liability or other obligation to Parent, unless Merger Sub, Second Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub, or Second Merger Sub (including their respective Representatives), or Parent’s, Merger Sub’s or Second Merger Sub’s (or such Representatives’) use of, any such information. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB, AND SECOND MERGER SUB Parent, Merger Sub, and Second Merger Sub hereby jointly and severally represent and warrant to the extent any such information is expressly included in a representation or warranty contained in this Article III (Company as qualified by the Company Disclosure Letter).follows:

No Other Representations or Warranties. Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other Person makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and each of Parent and Merger Sub acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, any of its Subsidiaries or their respective businesses or (b) except for the representations and warranties made by the Company in this Article III, any oral or written information presented to Parent, Merger Sub or any of their respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transactions. Except for the representations and warranties expressly set forth in this Article III (as qualified by IV, the Company Disclosure Letter), none of the Company, hereby acknowledges that neither Parent nor Merger Sub nor any of its affiliates or their Subsidiaries, nor any other Person on behalf of the Company makes Person, has made or is making any other express or implied representation or warranty (and there is and has been no reliance by Parent, with respect to Parent or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses business or operations, including with respect to any other information provided, provided or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes or any of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)its Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III 3 (as qualified by the Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents Parent Representatives on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective the Parent Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their the Parent Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their the Parent Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their the Parent Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective the Parent Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III 3 (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV and in any certificates delivered by Parent or any of its Representatives in connection with the Transactions (including as contemplated by Section 7.3(c)), neither Parent, ▇▇▇▇▇▇ Sub nor any Representative or other Person on behalf of either makes any express or implied representation or warranty with respect to them or with respect to any other information provided to the Company in connection with the Transactions. Parent and ▇▇▇▇▇▇ Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in this Article III (as qualified and in any certificates delivered by the Company Disclosure Letteror any of its Representatives in connection with the Transactions (including as contemplated by Section 7.2(d)), none of (a) neither the Company, its Subsidiaries nor any of their respective Representatives makes, or has made, any representations or warranties relating to itself or its business or otherwise in connection with the Transactions, and neither Parent nor Merger Sub is relying on any representation or warranty of the Company except for those expressly set forth in this Agreement or any such certificate, (b) no Person has been authorized by the Company or any of its affiliates Subsidiaries to make any representation or warranty relating to the Company or any of its Subsidiaries or their businesses or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other Person on behalf of the Company makes any express materials or implied representation information provided or warranty (and there is and has been no reliance by addressed to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Representatives are not and shall not be deemed to be or authorized agents on include representations or warranties of the Company unless any such materials or information is the subject of any express representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates warranty set forth in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives Article III or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)certificate.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III 3 (as qualified by the Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is each of Parent and Merger Sub, on its own behalf and on behalf of Parent’s Representatives, acknowledges and agrees that it has been no reliance by Parentnot relied, Merger Sub or any of their respective affiliatesand disclaims reliance, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective the Parent Representatives or affiliates or any other Person in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their the Parent Representatives or affiliates or any other Person (and each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person will have or be subject to any such liability or obligation) resulting from Parent’s, Merger Sub’s or their the Parent Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their the Parent Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective the Parent Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III 3 (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified IV or in any certificate delivered by the Company Disclosure Letterto Parent and Merger Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), and each of Parent and Merger Sub acknowledges that (a) none of the Company, any of its affiliates the Company Subsidiaries or any other Person on behalf of the Company makes makes, or has made, any express or implied representation or warranty relating to itself or its business or otherwise in connection with this Agreement, the Merger or the other Transactions, and Parent and Merger Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (and there is and b) no person has been no reliance authorized by the Company, the Company Subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement and Merger, and if made, such representation or warranty shall not be relied upon by Parent or Merger Sub as having been authorized by such entity, and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Merger Sub or any of their respective affiliatesRepresentatives, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives including any materials or authorized agents on any such representation information made available to Parent or warranty) its Representatives in connection with respect to presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company Subsidiaries or their respective businesses or with respect and in making its determination to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection proceed with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoingMerger, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, each of Parent and Merger Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied directly or their Representatives indirectly on any materials or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material information made available to Parent, Merger Sub Parent or their its Representatives by or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Company.

No Other Representations or Warranties. (a) Except for the express written representations and warranties expressly set forth in this Article III (as qualified made by the Company Disclosure Letter)Entities in this Agreement and in any instrument or other document delivered pursuant to this Agreement, none of the Company, any of its affiliates or any other Person on behalf of the Company Entities makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub with respect to the Company Entities or any of their respective affiliatesAffiliates or their respective businesses, officersoperations, directorsassets, employeesliabilities, accountantscondition (financial or otherwise). Notwithstanding anything to the contrary in this Agreement, consultantseach of the Company Entities hereby acknowledges and agrees that except for the express written representations and warranties made by the Parent Entities and the Merger Subs in this Agreement or in any instrument or other document delivered pursuant to this Agreement, legal counselnone of the Parent Entities, investment bankers, advisors, representatives the Merger Subs or authorized agents on any such other Person has made makes any express or implied representation or warranty) warranty with respect to the CompanyParent Entities, the Company Subsidiaries Merger Subs or any of their respective Affiliates or their respective businesses businesses, operations, assets, liabilities, condition (financial or with respect otherwise). (b) Notwithstanding anything to the contrary in this Agreement, each of the Company Entities hereby acknowledges and agrees (on its own behalf and on behalf of the Company Related Parties) that: (i) except for the representations and warranties of the Parent Entities and the Merger Subs expressly set forth in Article V or in any instrument or other document delivered pursuant to this Agreement, (x) none of the Parent Related Parties makes, or has made, any representation or warranty and (y) none of the Company Related Parties is relying on, or has relied on, any representation or warranty made, or information provided, by or made availableon behalf of any Parent Related Party, to Parentin each case, Merger Sub regarding any Parent Related Party, its or their respective Representatives or affiliates in connection with business, this Agreement, the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’srelated matter; and (ii) each of the Company Entities is a sophisticated party and has made its own independent investigation, Merger Sub’s or their Representatives’ or affiliates’ use of any informationreview, documentsand analysis regarding the Parent Related Parties and the Transactions, projectionswhich investigation, forecasts or other material made available to Parentreview, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained and analysis were conducted by the Company Entities together with expert advisors, including legal counsel, that they have engaged for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)purpose.

No Other Representations or Warranties. Except for Parent and Merger Sub each acknowledges and agrees that the representations only representations, warranties, covenants and warranties agreements made by the Company or any of its Affiliates or representatives are the representations, warranties, covenants and agreements made in this Agreement. Parent and Merger Sub each acknowledges and agrees that none of the Company, its Subsidiary or any of their representatives has made any representation or warranty, whether express or implied, as to the accuracy or completeness of any information regarding the Company or its Affiliates furnished or made available to Parent or Merger Sub and its representatives except as expressly set forth in this Article III (as qualified by the Company Disclosure Letter)Agreement, and none of the Company, any of its affiliates Subsidiary or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or shall be subject to any liability to Parent or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from the Company’s making available to Parent or Merger Sub or Parent’s, ’s or Merger Sub’s or their Representatives’ or affiliates’ use of such information, or any information, documents, projections, forecasts documents or other material made available to Parent, Parent or Merger Sub in any due diligence materials provided to Parent or their Representatives or affiliatesMerger Sub, including any information made available in the electronic “data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports room,” management presentations (formal or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives informal) or in any other form in connection with the Transactions. Without limiting the foregoing, unless and to the extent any such information is expressly included in a Company makes no representation or warranty contained in this Article III (as qualified by to Parent or Merger Sub with respect to any financial or operating projections or forecasts relating to the Company Disclosure Letter)Company.

No Other Representations or Warranties. (a) Except for the express written representations and warranties made by the Parent Entities and the Merger Subs in this Article V and in any instrument or other document delivered pursuant to this Agreement, none of the Parent Entities or the Merger Subs make any express or implied representation or warranty with respect to the Parent Entities, the Merger Subs or any of their respective Affiliates or their respective businesses, operations, assets, liabilities, condition (financial or otherwise). Notwithstanding anything to the contrary in this Agreement, each of the Parent Entities and the Merger Subs hereby acknowledges and agrees that except for the express written representations and warranties made by the Company Entities in this Agreement or in any instrument or other document delivered pursuant to this Agreement, none of the Company Entities or any other Person has made makes any express or implied representation or warranty with respect to the Company Entities or any of their respective Affiliates or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) notwithstanding the delivery or disclosure to the Parent Entities, the Merger Subs or any of their respective Affiliates of any documentation, forecasts or other information with respect to any one or more of the foregoing. (b) Notwithstanding anything to the contrary in this Agreement, each of the Parent Entities and the Merger Subs hereby acknowledges and agrees (on its own behalf and on behalf of the Parent Related Parties) that: (i) except for the representations and warranties of the Company Entities expressly set forth in this Article III IV (as qualified by the Company Disclosure Letter), (x) none of the CompanyCompany Related Parties makes, or has made, any representation or warranty and (y) none of the Parent Related Parties is relying on, or has relied on, any representation or warranty made, or information provided, by or on behalf of any Company Related Party, in each case, regarding any Company Related Party, its affiliates or their business, this Agreement, the Transactions, or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliatesrelated matter, including any information made available provided in the electronic any data room maintained by or management presentation or any estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans); and (ii) each of the Parent Entities and the Merger Subs is a sophisticated party and has made its own independent investigation, review, and analysis regarding the Company for purposes of Entities and the Transactions, teaserswhich investigation, marketing materialsreview, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified analysis were conducted by the Company Disclosure Letter)Parent Entities and the Merger Subs together with expert advisors, including legal counsel, that they have engaged for such purpose.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Park Parties in this Article III (as qualified by the Company Disclosure Letter)ARTICLE V, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub Park Parties or any of their respective affiliatesRepresentatives makes any representations or warranties, officersand each of the Park Parties hereby disclaims any other representations or warranties, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyPark Parties, the Company Subsidiaries other Park Subsidiaries, or their respective businesses businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or the negotiation, execution, delivery or performance of this Agreement by the Park Parties, notwithstanding the delivery or disclosure to the Company or its Representatives of any documentation or other information with respect to any other information providedone or more of the foregoing. Except for the representations and warranties contained in ARTICLE IV, or made availableeach of Park, to Parent, Parent and Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, acknowledges that neither the Company nor any other Person will have or be subject to any liability entity on behalf of the Company has made, and none of Park, Parent or other obligation to Parent, Merger Sub has relied upon, any representation or warranty, whether express or implied, with respect to the Company or any of the Company Subsidiaries or their Representatives respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or affiliates or any other Person resulting from Parent’sfinancial results, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documentsestimates, projections, forecasts forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other material information provided or made available to ParentPark, Parent or Merger Sub by or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Company.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth in this Article III (as qualified by IV, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes, or has made (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims), any express or implied representation or warranty with respect to the Company or any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to the Parent Parties or their Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement. None of the Company, any of the Company’s Subsidiaries or any other Person makes (and the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub including as to completeness or any of accuracy) to the Parent Parties or their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) Representatives with respect to to, and none of the Company, the Company Company’s Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or shall be subject to to, any liability or other obligation to Parent, Merger Sub the Parent Parties or their Representatives or affiliates or any other Person resulting from Parent’sfrom, Merger Subthe Company, the Company’s Subsidiaries or their respective Affiliates or Representatives providing or making available to the Parent Parties or their Representatives’ , or affiliates’ use of resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, documentsmemorandum, projectionspresentation or any other materials or information, forecasts including any materials or other material information made available to Parent, Merger Sub the Parent Parties or their Representatives in connection with presentations by the Company’s management or affiliates, including any information made available in the on any electronic data room for “Project Norse” and maintained by the Company for purposes of the TransactionsMerger and the other transactions contemplated by this Agreement, teasersincluding the electronic data room hosted by Datasite under the title Norse (collectively, marketing materialsthe “VDR”). (b) Except for the representations and warranties contained in Article V, consulting reports the Company acknowledges and agrees that (i) none of Parent or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted Acquisition Sub or any other Person on behalf of ParentParent or Acquisition Sub makes, or has made, any express or implied representation or warranty with respect to Parent or Acquisition Sub, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and the Company is not relying on any representation, warranty or other information of any Person except for those expressly set forth herein or in the other Transaction Documents, and (ii) no Person has been authorized by Parent or Acquisition Sub on behalf of Parent or Acquisition Sub to make any representation or warranty relating to Parent or Acquisition Sub or their respective Representatives business or in any other form otherwise in connection with this Agreement and the TransactionsMerger, unless and to the extent any and, if made, such information is expressly included in a representation or warranty contained in this Article III (as qualified shall not be relied upon by the Company Disclosure Letter)as having been authorized by either such entity.

No Other Representations or Warranties. Except Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)of this Agreement, none of the Company, any of its affiliates or neither Seller nor any other Person on behalf of the Company makes has made any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyBusiness (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the Company Subsidiaries or their respective businesses warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Parent, Merger Sub Buyer or any of its Subsidiaries or their respective Representatives or affiliates Affiliates in connection with the Transactions, including the accuracy Transaction and Buyer has not relied on any representation or completeness thereofwarranty other than those expressly set forth in Article III of this Agreement. Without limiting the generality of the foregoing, except for the representations and warranties expressly set forth in Article III of this Agreement, Buyer acknowledges and agrees that it has not relied on any other information provided, or made available, to Buyer or any of its Subsidiaries or their respective Affiliates in connection with the Transaction, and that neither the Company Seller nor any other Person will have or shall be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates Buyer or any other Person resulting from Parent’s(i) any misrepresentation or omission by Seller or any other Person with respect to any such information or (ii) Buyer’s use or reliance of, Merger Sub’s or their Representatives’ the use or affiliates’ use reliance by any of its Affiliates or any other Person of, any such information, including documents, budgets, estimates, projections, forecasts or forward-looking business and strategic plan information or other material made available to ParentBuyer, Merger Sub its Affiliates or their Representatives respective agents or affiliates, including representatives in any information made available in the electronic “data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materialsrooms,” teaser, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub presentations or their respective Representatives or in any other form otherwise in connection with the TransactionsTransaction, unless and to the extent any such information is expressly and specifically included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)of this Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III IV (as qualified by the Company Parent Disclosure Letter), none of the CompanyParent, any of its affiliates or any other Person on behalf of the Company Parent makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub the Company or any of their its respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyParent, the Company Parent Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub the Company or their its respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company Parent nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub the Company or their its Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s the Company or their its Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Company or their its Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Company or their its respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III IV (as qualified by the Company Parent Disclosure Letter).

No Other Representations or Warranties. Except as expressly represented or warranted in this Agreement, none of the NYSE Companies makes any representation or warranty whatsoever with regard to the Transferred Operations or to any asset being sold to NASD or any liability or obligation being assumed by NASD or as to any other matter or thing and none shall be implied at law or in equity. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the III, no NYSE Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliatesagents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to NASD, express or implied, at law or in equity and NASD hereby disclaims any such representation or warranty whether by a NYSE Company or any of its respective officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents or representatives or authorized agents on any such representation or warranty) other Person with respect to the CompanyTransferred Operations, the Transferred Assets, the Excluded Assets, the Assumed Liabilities or the Excluded Liabilities or the execution and delivery of any of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure to NASD or any of its officers, directors, employees, agents or representatives or any other Person of any documentation or other information by any NYSE Company Subsidiaries or their respective businesses any of such company’s officers, directors, employees, agents or representatives or any other Person with respect to any other information provided, one or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting more of the foregoing, neither . Except for the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless representations and to the extent any such information is expressly included in a representation or warranty warranties contained in this Article III (as qualified by III, NASD is acquiring the Company Disclosure Letter)Transferred Assets on an “AS IS, WHERE IS” basis.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article ARTICLE III (as qualified by or the Company Disclosure Letter)Schedule, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s's, Merger Sub’s 's or their Representatives’ ' or affiliates’ ' use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “"break-out” " discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article ARTICLE III (as qualified by or the Company Disclosure Letter).Schedule. ARTICLE IV

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by Section 5.1, neither the Company Disclosure Letter), none nor any Person on behalf of the CompanyCompany makes or has made any express or implied representation or warranty with respect to the Company or any its Subsidiaries or their respective businesses, operations, properties, assets, liabilities or condition (financial or otherwise) or any information regarding any of its affiliates or the foregoing. Except for the representations and warranties in this Section 5.1, neither the Company nor any other Person on behalf of the Company makes any express or implied representation or warranty (with respect to any estimates, projections, forecasts and there is other forward-looking information or business and has been no reliance by strategic plan or other information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective affiliatesRepresentatives of any documentation, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives forecasts or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or other information with respect to any one or more of the foregoing, and, except for the representations and warranties of the Company in this Section 5.1, any other information provided, provided or made available, available to Parent, Parent or Merger Sub or their respective Representatives or affiliates in connection with the Transactions, Merger or the other transactions contemplated by this Agreement (including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts forecasts, estimates, predictions or other material made available to Parent, Merger Sub Parent or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Merger or the other transactions contemplated by this Agreement or otherwise), and each of Parent and Merger Sub acknowledge the foregoing. The Company agrees and acknowledges that it has not relied on and Parent and Merger Sub have not made any representations and warranties other form than those that are expressly set forth in connection with the Transactions, unless Section 5.2 and that Parent and Merger Sub shall have no liability to the extent Company resulting from the Company’s reliance on any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)information.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article IV are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Companyneither Acquiror nor Merger Sub, any of its affiliates or nor any other Person on behalf of the Company Person, has made or makes any other express or implied representation or warranty (and there is and has been no reliance by Parentwarranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect available to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub parties or their respective Representatives and expressly disclaims any such other representations or affiliates in connection with the Transactions, including the accuracy or completeness thereofwarranties. Without limiting the foregoing, neither the Company Acquiror nor Merger Sub, nor any other Person will Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or be subject prospect information relating to any liability Acquiror or other obligation to Parent, Merger Sub or their Representatives (b) any oral or, except for the representations and warranties expressly made by Acquiror or affiliates or any other Person resulting from Parent’sMerger Sub in this Article IV, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material written information made available to Parent, the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except The Company, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in this Article III IV: (as qualified by the Company Disclosure Letter), none i) None of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliatesSubsidiaries (or any other Person) makes, officersor has made, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect warranty relating to the CompanyParent or Merger Sub, the Company their Subsidiaries or any of their respective businesses businesses, operations or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates otherwise in connection with this Agreement or the Transactions; (ii) No Person has been authorized by Parent or Merger Sub, or any of their respective Subsidiaries, or any of their respective Affiliates or Representatives, to make any representation or warranty relating to Parent or Merger Sub, their respective Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Transactions, including the accuracy and if made, such representations or completeness thereof. Without limiting the foregoing, neither warranties must not be relied upon by the Company nor or its Subsidiaries, or any other Person will have of their respective Affiliates or be subject to Representatives, as having been authorized by Parent or Merger Sub, any liability of their respective Subsidiaries or other obligation to Parent, Merger Sub any of their respective Affiliates or their Representatives or affiliates (or any other Person resulting from Parent’s, Merger Sub’s person). (iii) The representations and warranties expressly made by Parent or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliatesin this Agreement are in lieu of and are exclusive of all other representations and warranties, including any information made available in express or implied or as to merchantability or fitness for a particular purpose, and each of Parent and Merger Sub disclaims any other or implied representations or warranties, notwithstanding the electronic data room maintained by delivery or disclosure to the Company for purposes or any of the Transactionsits Subsidiaries, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf any of Parent, Merger Sub or their respective Representatives Affiliates or in Representatives, of any documentation or other form in connection with the Transactionsinformation (including any financial information, unless and to the extent any such information is expressly included in a representation supplemental data or warranty contained in this Article III (as qualified by the Company Disclosure Letterfinancial projections or other forward-looking statements).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III 3 (as qualified by the Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III 3 (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Companyneither Parent nor Merger Sub, any of its their affiliates or any other Person on behalf of the Company Parent or Merger Sub makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub the Company or any of their its respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyParent, Merger Sub, the Company Parent Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub the Company or their its respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company Parent nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub the Company or their its Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s the Company or their its Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Company or their its Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Company or their its respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)IV.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by III, neither Seller, Seller’s Parent, the Target Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of Seller, Seller’s Parent or the Target Company or any of their respective Affiliates or Representatives has made or makes any express or implied representation or warranty (and there is and has been no reliance by with respect to Seller, Seller’s Parent, Merger Sub the Target Company or any of their respective affiliatesAffiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses properties and businesses, or with respect to any other information providedprovided to Buyer, or made available, to either Buyer’s Parent, Merger Sub their Affiliates or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby. Neither Seller, including Seller’s Parent nor the accuracy or completeness thereof. Without limiting the foregoing, neither the Target Company nor any of their Affiliates, Representatives or any other Person will have or be subject to any liability or other obligation to Buyer, either Buyer’s Parent, Merger Sub or their Affiliates or Representatives or affiliates or any other Person resulting from Parent’s, Merger Subthe distribution to Buyer or either Buyer’s Parent or Buyer’s or their Representativeseither Buyer’s Parent’s use of, or the use by any of Buyer’s or the Buyer’s Parents’ Affiliates or affiliates’ use of Representatives of, any such information, including, without limitation, any information, documents, projections, forecasts or of other material made available to Buyer, either Buyer’s Parent, Merger Sub or their Affiliates or Representatives in certain “data rooms”, descriptive or affiliatesoffering memoranda, including any information made available or management presentations in the electronic data room maintained by the Company for purposes expectation of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and solely to the extent that any such information is expressly and specifically included in a representation or warranty contained in this Article III (as qualified by III. Seller, Seller’s Parent and the Target Company Disclosure Letter)disclaim any and all other representations and warranties, whether express or implied.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Section 5, neither Buyer nor any other Person makes any other express or implied representation or warranty with respect to the transactions contemplated hereby. In entering into this Agreement, Buyer acknowledges that it has relied solely on the representations and warranties set forth in Section 3 and Section 4 of this Agreement, and has not relied on and is not relying on any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to Seller or any Company Member except for the representations and warranties expressly set forth in Section 3 and Section 4 of this Article III Agreement (as qualified by and, with respect to such representations and warranties, subject to any limitations included in this Agreement). (b) Buyer acknowledges and agrees that, except for the Company Disclosure Letter)representations and warranties expressly set forth in Section 3 and Section 4, none of the Companyneither ▇▇▇▇, any of its affiliates or Seller nor any other Person on behalf of the Company has made or makes any other representation or warranties, written or oral, express or implied representation implied, at law or warranty (and there is and has been no reliance by Parentin equity, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the CompanyCompany Members, including any representation or warranties as to (A) value, merchantability or fitness for a particular use or purpose or for ordinary purposes, (B) the operation or probable success or profitability of the Company Subsidiaries Members following the Closing or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including (C) the accuracy or completeness thereof. Without limiting of any information regarding the Company Members made available or otherwise provided to Buyer and its Representatives in connection with this Agreement or their investigation of the Company Members (including any estimates, forecasts, budgets, projections or other financial information with respect to the Company Members), and (ii) Buyer expressly disclaims any reliance upon, any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to Sellers or any Company Members, including in any information regarding the Company Members made available or otherwise provided to Buyer and its Representatives in connection with this Agreement or their investigation of the Company Members (including any estimates, forecasts, budgets, projections or other financial information with respect to the Company Members), or any errors therein or omissions therefrom, other than the representations and warranties expressly set forth in Section 3 and Section 4 of this Agreement. (c) Notwithstanding anything to the contrary in the foregoing, neither nothing in this Section 5.10 shall limit or modify any of the representations and warranties of the Company nor any other Person will have Members, the New Holding Partnership or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use the Sellers set forth in Section 3 and Section 4 of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives this Agreement or in any other form in connection with of the TransactionsAncillary Agreements to which any of any of the Company Members, unless and ▇▇▇▇ or any of the Sellers are a party. Notwithstanding anything to the extent any such information is expressly included contrary in a representation or warranty contained the foregoing, nothing in this Article III (as qualified by the Company Disclosure Letter)Section 5.10 will limit or otherwise restrict in any respect any claim for fraud, intentional breach or willful misrepresentation.

No Other Representations or Warranties. Except Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter), none of neither the Company, Company nor any of its affiliates or Affiliates nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Parent or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the any Company Subsidiaries Subsidiary or their respective businesses or with respect to any other information provided, or made available, to Parent, Parent or Merger Sub or their respective Representatives or affiliates Affiliates in connection with the TransactionsMerger or the other transactions contemplated hereunder, including the accuracy or completeness thereof. Without limiting the foregoing, Each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person will have or be subject to any liability Liability or other obligation to Parent, Parent or Merger Sub or any of their respective Representatives or affiliates Affiliates or any other Person resulting from Parent’s, ’s or Merger Sub’s or their respective Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Parent or Merger Sub or their respective Representatives or affiliatesAffiliates, including any information made available in the electronic data room maintained by the Company for purposes of the TransactionsMerger or the other transactions contemplated hereunder, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the TransactionsMerger or the other transactions contemplated hereunder, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by III, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company or any of its Subsidiaries makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) whatsoever with respect to the Company, the Company or any of its Subsidiaries or their respective businesses or with respect to any other information provided, provided by or made available, to Parent, Merger Sub on behalf of the Company or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereofany of its Subsidiaries. Without limiting the foregoingforegoing or anything else set forth in this Agreement, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their respective Representatives or affiliates Affiliates or any other Person resulting from Parent’s, Merger Sub’s or their respective Representatives’ or affiliatesAffiliates’ or such other Person’s use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their respective Representatives or affiliatesAffiliates or such other Person, including any information made available in the electronic data room for “Project Saturn” run by IntraLinks and maintained by the Company for purposes of the Transactions, teaserstransactions contemplated by this Agreement, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)III.

No Other Representations or Warranties. Except Each of Parent and Merger Sub has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and its Subsidiaries. In entering into this Agreement, each of Parent and Merger Sub has relied solely upon its own investigation and analysis (and the representations and warranties set forth herein), and each of Parent and Merger Sub acknowledges that, except for the representations and warranties of the Company expressly set forth in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Company, the Company Subsidiaries, or any of their respective Representatives makes any representation or warranty, either express or implied, as to the Company or its affiliates Subsidiaries or as to the accuracy or completeness of any other Person on behalf of the Company makes any express information provided or implied representation or warranty (and there is and has been no reliance by made available to Parent, Merger Sub or any of their respective affiliatesRepresentatives. Without limiting the generality of the foregoing, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives none of the Company or authorized agents on its Subsidiaries nor any such of their respective Representatives or any other Person has made a representation or warranty) warranty to Parent or Merger Sub with respect to the Company(i) any projections, estimates, forecasts or budgets for the Company or its Subsidiaries or their respective businesses (ii) any material, documents or with respect information relating to any other information provided, the Company or its Subsidiaries made available, available to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any “data room,” confidential memorandum, other form in connection with the Transactionsoffering materials or otherwise, unless except as expressly and to the extent any such information is expressly included in specifically covered by a representation or warranty contained set forth in this Article III (IV. To the Knowledge of Parent, as qualified by of the Company Disclosure Letter)date hereof, none of the Company’s representations or warranties are untrue such that the condition set forth in Section 7.2(a) would fail to be satisfied.

No Other Representations or Warranties. Subject to Section 13.9(c), the representations and warranties made by the Seller in ARTICLE II and in this ARTICLE III are the exclusive representations and warranties made by the Seller. Except for the representations and warranties expressly set forth contained in ARTICLE II or in this Article ARTICLE III (as qualified by including the Company corresponding Sections of the Disclosure LetterSchedule) and subject to Section 13.9(c), none of the CompanySeller, the Seller’s members, the Company or any of its affiliates Subsidiaries or any other Person on behalf of the Company has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Seller, including any representation or warranty as to the accuracy or completeness of any information regarding the Seller, the Company or any of the Company’s Subsidiaries (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives businesses) furnished or authorized agents on any such representation or warranty) with respect made available to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Buyer and its Representatives or affiliates in connection with the Transactions, (including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts documents or other material made available to Parent, Merger Sub or their the Buyer and its Representatives or affiliates, including in any information made available in the electronic “data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, room,” any management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives presentations or in any other form in connection with expectation of the Transactions, unless and transactions contemplated hereby) or as to the extent future revenue, profitability or success of the Company or any such information is expressly included in a of its Subsidiaries, or any representation or warranty contained arising from statute or otherwise in this Article III (as qualified by law. Subject to Section 13.9(c), the Seller hereby disclaims any other express or implied representations or warranties with respect to any matter whatsoever, including any regarding the pro forma financial information, financial projections or other forward-looking statements relating to the Company Disclosure Letter)or any of its Subsidiaries or to the business of the Company or any of its Subsidiaries.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by III, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (and there is and has been no reliance by financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective affiliatesRepresentatives of any documentation, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives forecasts or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or other information with respect to any other information providedone or more of the foregoing, or made available, to Parent, and each of Parent and Merger Sub or their respective Representatives or affiliates in connection with acknowledge the Transactionsforegoing. In particular, including and without limiting the accuracy or completeness thereof. Without limiting generality of the foregoing, neither the Company nor any other Person will have makes or be subject to has made any liability express or other obligation implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or affiliates or prospect information relating to the Company, any other Person resulting from Parent’s, Merger Sub’s of its Subsidiaries or their Representatives’ respective businesses, (b) whether the Insurance Reserves or affiliates’ use of the assets supporting the Insurance Reserves have been or will be adequate or sufficient for the purposes for which they were established or (c) except for the representations and warranties made by the Company in this Article III, any information, documents, projections, forecasts oral or other material made available written information presented to Parent, Merger Sub or any of their respective Representatives or affiliates, including any information made available in the electronic data room maintained by course of their due diligence investigation of the Company for purposes Company, the negotiation of this Agreement or the course of the Transactions. Notwithstanding anything to the contrary contained in this Section 3.26, teasers, marketing materials, consulting reports this Section 3.26 shall in no event prohibit Parent or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub from making any claim against the Company, its Subsidiaries or their respective Affiliates or Representatives or in any other form in connection with the Transactions, unless and respect to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)matters involving fraud.

No Other Representations or Warranties. Except The Company hereby acknowledges and agrees that (a) except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)V, none neither Parent nor Merger Sub, or any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to Parent or Merger Sub or their respective business or operations, including with respect to any information provided or made available to the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub Subsidiaries or any of their respective affiliatesAffiliates or Representatives or any other Person and (b) except in the event of Fraud, officersneither Parent nor Merger Sub, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or of their respective businesses Affiliates or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives or any other Person, resulting from the delivery, dissemination or any other distribution to the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives or any other Person, or the use by the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives or any other Person, of any information provided or made available to any of them by Parent, Merger Sub Sub, or any of their respective Affiliates or Representatives or affiliates or any other Person resulting from Parent’sin anticipation or contemplation of the Offer, the Merger Sub’s or their Representatives’ or affiliates’ use of any other transactions contemplated hereby, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parentthe Company, Merger Sub any of its Subsidiaries or any of their respective Affiliates or Representatives or affiliatesany other Person, including any in “data rooms,” confidential information made available memoranda or management presentations in the electronic data room maintained by the Company for purposes anticipation or contemplation of the TransactionsOffer, teasers, marketing materials, consulting reports the Merger or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)transactions contemplated hereby.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure LetterSchedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser and the Purchaser Group have relied only on such Express Representations and warranties), none Purchaser acknowledges and agrees, on its own behalf and on behalf of the CompanyPurchaser Group, any of its affiliates or that no Seller nor any other Person on behalf of such ▇▇▇▇▇▇ makes, and neither Purchaser nor any member of the Company makes Purchaser Group has relied on, is relying on, or will rely on the accuracy or completeness of any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Companysuch Seller, the Company Subsidiaries Acquired Businesses, such Seller’s other businesses, the other Acquired Assets, or their respective businesses the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other information provided, material of any nature made available or made available, provided by any Person (including in any presentations or other materials prepared by Moelis & Company) or in that certain datasite administered by Datasite (the “Dataroom”) or elsewhere to Parent, Merger Sub Purchaser or their respective Representatives any of its Affiliates or affiliates in connection with the Transactions, including the accuracy Advisors on behalf of such Seller or completeness thereofany of its Affiliates or Advisors. Without limiting the foregoing, neither the Company no Seller or any of its Advisors nor any other Person will have or be subject to any liability or other obligation Liability whatsoever to ParentPurchaser, Merger Sub or their Representatives or affiliates or any other Person Person, resulting from Parent’sthe distribution to Purchaser or any of its Affiliates or Advisors, Merger Subor Purchaser’s or their Representativesany of its Affiliates’ or affiliatesAdvisors’ use of or reliance on, any such information, including any information presentation, any information, statements, disclosures, documents, projections, forecasts or other material made available to Parent, Merger Sub Purchaser or their Representatives any of its Affiliates or affiliates, including any information made available Advisors in the electronic data room maintained by the Company for purposes Dataroom or otherwise in expectation of the Transactions, teasers, marketing materials, consulting reports Transactions or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses any discussions with respect to questions submitted on behalf any of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)foregoing information.

No Other Representations or Warranties. The representations and warranties made by Acquiror and Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)V, none of the Companyneither Acquiror nor Merger Sub, any of its affiliates or nor any other Person on behalf of the Company Person, has made or makes any other express or implied representation or warranty (and there is and has been no reliance by Parentwarranty, either written or oral, on behalf of Acquiror or Merger Sub, to the accuracy or completeness of any information regarding Acquiror or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect available to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub parties or their respective Representatives and expressly disclaims any such other representations or affiliates in connection with the Transactions, including the accuracy or completeness thereofwarranties. Without limiting the foregoing, neither the Company Acquiror nor Merger Sub, nor any other Person will Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or be subject prospect information relating to any liability Acquiror or other obligation to Parent, Merger Sub or their Representatives (b) any oral or, except for the representations and warranties expressly made by Acquiror or affiliates or any other Person resulting from Parent’sMerger Sub in this Article V, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material written information made available to Parent, the other parties hereto in the course of their evaluation of Acquiror and Merger Sub and the negotiation of this Agreement or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf . Each of Parent, Acquiror and Merger Sub or their respective Representatives or in any other form in connection hereby acknowledge and agree with the Transactions, unless statements and to the extent any such information is expressly included provisions set forth in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Section 4.26.

No Other Representations or Warranties. Except NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, except for the representations and warranties expressly set forth EXPRESSLY made by THE COMPANY in this Article III (as qualified by AND ANY OTHER REPRESENTATION SET FORTH BY THE COMPANY IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED ON OR AFTER THE DATE HEREOF IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS, NEITHER THE COMPANY OR ANY AFFILIATE THEREOF nor any other Person makes any representation or warranty with respect to the Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the Company makes any express delivery or implied representation or warranty (and there is and has been no reliance by Parentdisclosure to PARENT, Merger Sub MERGER SUB or any of their respective affiliatesTHEIR RESPECTIVE Affiliates or representatives of any documentation, officersforecasts, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives projections or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or other information with respect to any other information provided, one or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting more of the foregoing, neither . except for the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material representations and warranties EXPRESSLY made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained THE company in this Article III (as qualified by the Company Disclosure Letter)AND ANY OTHER REPRESENTATION SET FORTH BY THE COMPANY IN ANY OTHER DOCUMENT OR CERTIFICATE EXECUTED OR DELIVERED ON OR AFTER THE DATE HEREOF IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE company.

No Other Representations or Warranties. The representations and warranties made by Acquiror and each Merger Sub in this Article V are the exclusive representations and warranties made by Acquiror, each Merger Sub, their Affiliates, and their respective Representatives. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by the Company Disclosure Letter)V, none of the Companyneither Acquiror nor any Merger Sub, any of its affiliates or nor any other Person on behalf of the Company Person, has made or makes any other express or implied representation or warranty (and there is and has been no reliance by Parentwarranty, either written or oral, on behalf of Acquiror or any Merger Sub, to the accuracy or completeness of any information regarding Acquiror or any Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect available to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub parties or their respective Representatives and expressly disclaims any such other representations or affiliates in connection with the Transactions, including the accuracy or completeness thereofwarranties. Without limiting the foregoing, neither the Company Acquiror nor any Merger Sub, nor any other Person will Person, makes or has made any representation or warranty to the other parties hereto with respect to, and shall have no liability in respect of, (a) any financial projection, forecast, estimate, budget or be subject prospect information relating to Acquiror or any liability or other obligation to Parent, Merger Sub or their Representatives (b) any oral or, except for the representations and warranties expressly made by Acquiror or affiliates or any other Person resulting from Parent’sa Merger Sub in this Article V, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material written information made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available the other parties hereto in the electronic data room maintained by course of their evaluation of Acquiror and the Company for purposes Merger Subs and the negotiation of this Agreement or in the course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. (a) Except for the express written representations and warranties expressly set forth made by Parent and the Merger Subs in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any Parent and Merger Subs make no express or implied representation or warranty with respect to the Company or any Affiliate or their respective businesses, operations, assets, liabilities, condition (financial or otherwise). (b) Notwithstanding anything to the contrary in this Agreement, Parent and there is the Merger Subs acknowledge and agree that: (i) except for the representations and warranties of the Company expressly set forth in Article III, (x) the Company does not make, and has been no reliance not made, any representation or warranty and (y) Parent and Merger Subs are not relying on, or have not relied on, any representation or warranty made, or information provided, by Parentor on behalf of the Company, Merger Sub in each case, regarding the Company and any of its Subsidiaries, its or their business, this Agreement, the Transactions, any information provided to the Parent Parties in connection with this Agreement or the Transactions or any other related matter; (ii) they each disclaim any such other representations or warranties and (iii) Parent is, and each of their respective affiliatesthe Merger Subs is, officersa sophisticated purchaser and has made its own independent investigation, directorsreview, employeesand analysis regarding the Company and its Subsidiaries and the Transactions, accountantswhich investigation, consultantsreview, and analysis were conducted by Parent together with expert advisors, including legal counsel, investment bankers, advisors, representatives or authorized agents on any that they have engaged for such representation or warranty) with respect to purpose. None of the Company, the Company Subsidiaries or their respective businesses or with respect to any other information providedRepresentative, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates the Company or any other Person resulting from Parent’sthe distribution to the Parent Parties, Merger Sub’s or their Representatives’ or affiliatesthe Parent Parties’ use of of, any such information, including any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available the Parent Parties in the electronic certain “data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, rooms,” “virtual data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives presentations or in any other form in expectation of, or in connection with with, the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth contained in this Article III (as qualified by ARTICLE IV, the Company Disclosure Letter)acknowledges that (i) neither Parent, none Merger Sub nor any other Person acting on behalf of any Parent or Merger Sub makes any express or implied representation or warranty to the Company and (ii) neither Parent, Merger Sub nor any other Person acting on behalf of Parent or Merger Sub will have or be subject to any liability to the Company or any of its Affiliates or their respective directors, officers or employees resulting from the distribution to the Company, or the Company’s use of, any information, documents, projections, forecasts or other material available or made available to the Company or its Representatives. (b) Except for the representations and warranties contained in ARTICLE III, each of its affiliates or Parent and Merger Sub acknowledges that (i) neither the Company nor any other Person acting on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, to Parent or Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warrantyand (ii) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person acting on behalf of the Company will have or be subject to any liability to Parent or other obligation any of Parent’s Affiliates or their respective directors, officers or employees resulting from the distribution to Parent, Parent or Merger Sub or their Representatives Parent’s or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of of, any information, documents, projections, forecasts or other material available or made available to Parent, Merger Sub Parent or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Representatives.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III (as qualified by IV, none of Parent, Merger Sub or any other Person on behalf of Parent or Merger Sub makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries or any other information provided to the Company Disclosure Letter)in connection with the transactions contemplated by this Agreement, including the accuracy, completeness or timeliness thereof. Each of Parent and Merger Sub acknowledges that, except for the representations and warranties contained in Article III, none of the Company, Company or any of its affiliates Affiliates or Representatives or any other Person makes (and Parent and Merger Sub are not relying on) any representation or warranty, express or implied, to Parent or Merger Sub in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledges that neither the Company nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their respective Representatives or affiliates or any other Person Affiliates resulting from Parent’s, Merger Sub’s or their respective Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their respective Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersAffiliates, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or Affiliates or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and except to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)III.

No Other Representations or Warranties. (a) Except for the express written representations and warranties expressly set forth made by the Company contained in this Article III (as qualified and in any certificates delivered by the Company Disclosure Letter), none of the Company, or any of its affiliates Representatives in connection with the Transactions (including as contemplated by Section 7.2(c)), neither the Company nor any Representative or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or any of its Affiliates or any of its or their respective businesses businesses, assets, Liabilities, financial condition or results of operations or with respect to any other information provided, provided to Parent or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, and the Company hereby disclaims any other representations or warranties, express or implied (including any implied warranty of merchantability or fitness for a particular purpose), as to the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor of any other Person will have information made (or be subject to made available) by itself or any liability of its Representatives with respect to, or other obligation to in connection with, the negotiation, execution and delivery of this Agreement or the Transactions. (b) The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV and in any certificates delivered by Parent or any of its Representatives in connection with the Transactions (including as contemplated by Section 7.3(c)), (a) neither Parent, Merger Sub nor any of their respective Representatives makes, or their Representatives has made, any representations or affiliates warranties relating to itself or its business, assets, Liabilities, financial condition or results of operations or otherwise in connection with the Transaction, and the Company is not relying on any other representation or warranty of Parent or Merger Sub except for those expressly set forth in this Agreement and (b) no Person resulting from Parent’s, has been authorized by Parent or Merger Sub’s Sub to make any representation or their Representatives’ warranty relating to the Parent or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives business, assets, Liabilities, financial condition or affiliates, including any information made available in the electronic data room maintained by the Company for purposes results of the Transactions, teasers, marketing materials, consulting reports operations or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form otherwise in connection with the Transactions, unless and to the extent any if made, such information is expressly included in a representation or warranty contained in this Article III (as qualified must not be relied upon by the Company Disclosure Letter)as having been authorized by such party.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by and the Company Disclosure Letter)other Transaction Documents, none of the Companyneither DST, nor any of its affiliates or Affiliates, nor any other Person Person, has made, makes or shall be deemed to make, any other representation or warranty of any kind whatsoever, express or implied, written or oral, on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by ParentDST, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including any representation or warranty regarding DST, DST’s subsidiaries, the accuracy Transactions or completeness thereofany other rights or obligations to be transferred pursuant to the Transaction Documents, and DST hereby disclaims all other representations and warranties of any kind whatsoever, express or implied, written or oral, whether made by or on behalf of DST, its Affiliates or any other Person. DST hereby disclaims all liability and responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, advice, data or other information related to BFDS and IFDS and their respective subsidiaries made, communicated or furnished (orally or in writing, including electronically) by DST, its Affiliates or its or their Representatives to State Street, its Affiliates or its or their Representatives, including any omissions therefrom, under any and all theories of liability. Without limiting the foregoing, neither the Company DST nor any other Person will have or be subject to makes any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by of any kind whatsoever, express or implied, written or oral, to State Street or any of its Affiliates or any Representatives of State Street or any of its Affiliates regarding the Company Disclosure Letter)success, profitability or value of the business of BFDS and IFDS and their respective subsidiaries.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by SYBT and Merger Subsidiary in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Company, any of its affiliates or neither SYBT nor Merger Subsidiary nor any other Person on behalf of the Company person makes any express or implied representation or warranty with respect to SYBT, the SYBT Subsidiaries (including Merger Subsidiary), or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects (including any warranty with respect to merchantability or fitness for any particular purpose), and there is each of SYBT and Merger Subsidiary hereby disclaims any other representations or warranties. In particular, without limiting the foregoing disclaimer, neither SYBT nor Merger Subsidiary nor any other person makes or has been no reliance by Parent, Merger Sub made any representation or warranty to CBI or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, its affiliates or representatives or authorized agents on any such representation or warranty) with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to SYBT, any of the Company, the Company SYBT Subsidiaries (including Merger Subsidiary) or their respective businesses or with respect to any other information providedbusinesses, or (ii) except for the representations and warranties made availableby SYBT and Merger Subsidiary in this Article IV, any oral or written information presented to ParentSYBT or any of its affiliates or representatives in the course of their due diligence investigation of SYBT and Merger Subsidiary, Merger Sub the negotiation of this Agreement or their respective Representatives or affiliates in connection with the Transactions, including course of the accuracy or completeness thereof. Without limiting the foregoing, transactions contemplated hereby. (b) SYBT acknowledges and agrees that neither the Company CBI nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted person on behalf of ParentCBI has made or is making, Merger Sub and SYBT has not relied upon, any express or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a implied representation or warranty other than those contained in this Article III (as qualified by the Company Disclosure Letter)III.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)IV, none of the Company, Company or any of its affiliates or Affiliates nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, each of Parent and Merger Sub or their respective Representatives or affiliates Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates Affiliates or any other Person resulting from Parent’s, ’s Merger Sub’s or their Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or of other material made available to Parent, Merger Sub or their Representatives or affiliatesAffiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent▇▇▇▇▇▇, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified IV. Except with respect to the representations and warranties of Parent and Merger Sub expressly set forth in Article V, there is and has been no reliance by the Company Disclosure Letter)Company, its Affiliates or any of their respective Representatives on any express or implied representation or warranty of Parent or Merger Sub in determining to enter into this Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)▇▇▇▇▇▇▇ ▇, none ▇▇▇▇ of the Company, any of its affiliates or Affiliates nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates Affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates Affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliatesAffiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactionstransactions contemplated by this Agreement, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III Section 2. Notwithstanding the foregoing or anything to the contrary herein, (as qualified by a) nothing in this Section 2.28 shall in any way limit any of the Company Disclosure Letter)representations or warranties set forth in Section 2, and (b) the provisions of this Section 2.28 shall not, and shall not be deemed or construed to, waive or release any claims based on Contractual Fraud.

No Other Representations or Warranties. Except The Company acknowledges that none of Parent, Merger Sub nor any other Person has made or makes any representation or warranty, express or implied, in connection with the transactions contemplated hereby, including as to the accuracy or completeness of any information regarding Parent or Merger Sub furnished or made available to the Company and its Representatives, except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter), none of the Company, any of its affiliates Section 5.2 or any other Person on behalf of the Company makes Transaction Document, including any express certificate delivered by Parent or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or in connection therewith, and, subject to and without limiting any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) rights under this Agreement with respect to the Company, the Company Subsidiaries representations and warranties expressly made by Parent and Merger Sub in Section 5.2 or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoingTransaction Document, neither the Company Parent nor any other Person will have or person shall be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates the Company or any other Person person resulting from Parent’s, ’s or Merger Sub’s making available to the Company or their Representatives’ or affiliates’ the Company’s use of such information, including any information, documents, projections, forecasts documents or other material made available to Parent, Merger Sub or their Representatives or affiliatesthe Company in the due diligence materials provided to the Company, including in any information made available in the electronic “data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports room,” other management presentations (formal or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives informal) or in any other form in connection with the Transactionstransactions contemplated by this Agreement and the other Transaction Documents. Without limiting the foregoing, unless and to the extent neither Parent nor Merger Sub makes any such information is expressly included in a representation or warranty contained in this Article III (as qualified by to the Company Disclosure Letter)with respect to any financial projection or forecast relating to Parent or any of its Subsidiaries, including Merger Sub. None of the Company or any of its respective Affiliates has relied on any representation or warranty from Parent or any of its Subsidiaries, including Merger Sub, or any other person in determining to enter into this Agreement or the other Transaction Documents, except for the representations and warranties expressly set forth in Section 5.2 or any other Transaction Document, including any certificate delivered by Parent or Merger Sub in connection therewith.