Common use of No Additional Representations or Warranties Clause in Contracts

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

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

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

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

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

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

No Additional Representations or Warranties. Except as provided in Article IV or in the case of intentional fraud, neither SPAC nor any of its Affiliates, nor any of its equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to the Company, its Subsidiaries or holders of Company Ordinary Shares, and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Caravelle Companies or its or their respective Representatives, with respect to SPAC or any of its Affiliates, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges and agrees that (a) the Company and its Representatives advisors have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with made their own investigation of SPAC Parent, Merger Sub and Parent’s other Subsidiaries, (b) except for the Transactions. Except as provided representations and warranties of Parent and Merger Sub set forth in Article IV, or in the case of intentional fraud5, the Company is not relying on any representation or warranty, oral or written, express or implied, warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPACParent, Merger Sub or Parent’s other Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC Parent and its Subsidiaries as conducted after the ClosingClosing or the accuracy or completeness of any information provided to the Company by Parent, as contained in any materials provided by SPAC or Merger Sub, any of its Affiliates Parent’s other Subsidiaries, any of their respective Affiliates, or any of their respective stockholdersdirectors, managers, officers, employees, equityholders, partners, members members, managers or Representatives representatives and (c) the representations and warranties of Parent and Merger Sub set forth in Article 5 constitute the sole and exclusive representations and warranties of Parent and Merger Sub and all other representations and warranties of any kind or otherwise. Notwithstanding anything to the contrary in this Agreementnature, including Section 4.4 whether oral or written, whether consisting of statements (or omissions) or information, whether direct or indirect and Section 4.13whether expressed or implied, no representation or warranty is made as to the accounting treatment of AcquirorParent, Merger Sub, any of Parent’s issued and outstanding warrantsother Subsidiaries, any of their respective Affiliates, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting of their respective directors, managers, officers, employees, equityholders, partners, members, managers or disclosure controls representatives regarding Parent and procedures)Merger Sub or any of Parent’s other Subsidiaries are hereby expressly disclaimed by the Company.

No Additional Representations or Warranties. Except for the representations and warranties of the Vendor and the Corporation expressly set forth in this Article 2 regarding the Vendor and the Corporation, as provided applicable, in Article IV or each case, as qualified by the Schedules and in - -20 - accordance with the case express terms and conditions (including limitations and exclusions) of intentional fraud, neither SPAC nor any of its Affiliates, nor any of its equityholders, partners, members or Representatives this Agreement (the “Express Representations”) (it being understood that the Purchaser has made, or is making, any representation or warranty whatsoever to the Company, its Subsidiaries or holders of Company Ordinary Shares, and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equityrelied only on such Express Representations), the Purchaser acknowledges and any statementagrees, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Caravelle Companies or on its or their respective Representatives, with respect to SPAC or any of its Affiliates, their respective equityholders, partners, members or Representatives, own behalf and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness on behalf of any other information provided or made available to Purchaser’s Indemnified Party, that neither the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC Corporation nor any other Person on behalf of SPAC has made or the Corporation makes, and the Purchaser has not relied on, and is not relying on, the accuracy or completeness of any express or implied representation or warranty, whether express warranty with respect to the Corporation or implied, with respect to any statement or information of any nature made or provided by any Person, any information, statements, disclosures, documents, projections, forecasts, estimates forecasts or budgets other material made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC Purchaser or any of its Affiliates or Representatives in that certain datasite “Project Seitel” administered by Intralinks (the “Dataroom”), or the projections on behalf of the Corporation or any of their respective stockholders, partners, members its Affiliates or Representatives or otherwise. Notwithstanding anything to the contrary in this AgreementPurchaser or any of its Affiliates or Representatives. Without limiting the foregoing, including Section 4.4 and Section 4.13, no representation neither the Corporation nor any other Person will have or warranty is made as be subject to any liability whatsoever to the accounting treatment of Acquiror’s issued and outstanding warrantsPurchaser, or as any other Person, resulting from the distribution to the Purchaser or any deficiencies of its Affiliates or Representatives, or the Purchaser or any of its Affiliates’ or Representatives’ use of or reliance on, any such information, any information, statements, disclosures, documents, projections, forecasts or other material made available to the Purchaser or any of its Affiliates or Representatives in related disclosure (including the Dataroom or otherwise provided to the Purchaser in expectation of the transactions or any discussions with respect to internal control over financial reporting or disclosure controls and procedures)any of the foregoing information.

No Additional Representations or Warranties. Except for the representations and warranties of the Vendor and the Corporation expressly set forth in this Article 2 regarding the Vendor and the Corporation, as provided applicable, in Article IV or each case, as qualified by the Schedules and in accordance with the case express terms and conditions (including limitations and exclusions) of intentional fraud, neither SPAC nor any of its Affiliates, nor any of its equityholders, partners, members or Representatives this Agreement (the “Express Representations”) (it being understood that the Purchaser has made, or is making, any representation or warranty whatsoever to the Company, its Subsidiaries or holders of Company Ordinary Shares, and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equityrelied only on such Express Representations), the Purchaser acknowledges and any statementagrees, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Caravelle Companies or on its or their respective Representatives, with respect to SPAC or any of its Affiliates, their respective equityholders, partners, members or Representatives, own behalf and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness on behalf of any other information provided or made available to Purchaser’s Indemnified Party, that neither the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC Corporation nor any other Person on behalf of SPAC has made or the Corporation makes, and the Purchaser has not relied on, and is not relying on, the accuracy or completeness of any express or implied representation or warranty, whether express warranty with respect to the Corporation or implied, with respect to any statement or information of any nature made or provided by any Person, any information, statements, disclosures, documents, projections, forecasts, estimates forecasts or budgets other material made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC Purchaser or any of its Affiliates or Representatives in that certain datasite “Project Seitel” administered by Intralinks (the “Dataroom”), or the projections on behalf of the Corporation or any of their respective stockholders, partners, members its Affiliates or Representatives or otherwise. Notwithstanding anything to the contrary in this AgreementPurchaser or any of its Affiliates or Representatives. Without limiting the foregoing, including Section 4.4 and Section 4.13, no representation neither the Corporation nor any other Person will have or warranty is made as be subject to any liability whatsoever to the accounting treatment of Acquiror’s issued and outstanding warrantsPurchaser, or as any other Person, resulting from the distribution to the Purchaser or any deficiencies of its Affiliates or Representatives, or the Purchaser or any of its Affiliates’ or Representatives’ use of or reliance on, any such information, any information, statements, disclosures, documents, projections, forecasts or other material made available to the Purchaser or any of its Affiliates or Representatives in related disclosure (including the Dataroom or otherwise provided to the Purchaser in expectation of the transactions or any discussions with respect to internal control over financial reporting or disclosure controls and procedures)any of the foregoing information.

No Additional Representations or Warranties. Except (a) Notwithstanding the delivery or disclosure to the Companies, the SIM Sellers, the Holder Representatives or any of their respective Affiliates or Representatives or any other Person of any documentation or other information, except as expressly provided in this Article IV VII, or as may be separately stated in writing in the case Ancillary Agreements, none of intentional fraudAcquiror, neither SPAC nor Panavision Acquisition Sub, SIM Acquisition Sub or their respective Affiliates, or any of its Affiliatestheir respective directors, nor any of its equityholdersofficers, managers, employees, stockholders, partners, members or other Representatives (the “Acquiror Related Group”), has made, or is making, and Acquiror, Panavision Acquisition Sub and SIM Acquisition Sub (on behalf of themselves and each of them) expressly disclaim, any representation or warranty of any kind or nature, express or implied, whatsoever to the CompanyCompanies, its Subsidiaries or holders of Company Ordinary Sharesthe SIM Sellers, and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable LawHolder Representatives, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Caravelle Companies or its or their respective Representatives, Affiliates or any other Person with respect to SPAC the Transactions. Without limiting the foregoing, no member of the Acquiror Related Group shall be liable in respect of or have any of its Affiliates, their respective equityholders, partners, members liability or Representatives, and any matter relating indemnification obligations to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or Person with respect to the accuracy or completeness of any such documentation or other information provided or made available to the CompanyCompanies, its affiliates or the SIM Sellers, the Holder Representatives, any of their respective Affiliates or any other Person (including any Representatives by, or on behalf of, SPAC of any of the foregoing) (including any information made available to any such Person in expectation of the Transactions contemplated by this Agreement or any of its Affiliates, whether orally the Ancillary Agreements or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, discussion with respect to any projectionsof the foregoing information), forecasts, estimates or budgets made available unless and to the Company, its affiliates extent such documentation or any of their respective Representatives of future revenues, future results of operations (other information is or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not may be included in any management presentation representation or warranty made in this Article VII, the Ancillary Agreements and there is Actual Fraud. Notwithstanding the delivery or disclosure to Acquiror, any other information made available to the Company, of its Affiliates or any of their respective Representatives or any other personPerson of any documentation or other information (including any financial projections or other supplemental data), each of Acquiror, Panavision Acquisition Sub and SIM Acquisition Sub acknowledges that no member of the Panavision Related Group or the SIM Related Group has made, or is making, and thatnone of Acquiror, Panavision Acquisition Sub or SIM Acquisition Sub has relied upon, or is relying upon, any representation or warranty relating to the Panavision Group, the SIM Group, the SIM Sellers or otherwise in connection with this Agreement and the Transactions, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, Article V or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) Article VI or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures)Ancillary Agreements.

No Additional Representations or Warranties. (a) Except as provided for the specific representations and warranties expressly set forth in this Article IV or in the case of intentional fraudany document, agreement, certificate or other instrument contemplated hereby, neither SPAC nor the Company, any of its AffiliatesSubsidiaries nor any other Person on behalf of the Company makes, nor has made, has been authorized to make, or shall be deemed to have made (and the Company, on behalf of itself, each of its Subsidiaries, and its and their respective Representatives, hereby disclaims), any express or implied representation or warranty with respect to the Company or any of its equityholdersSubsidiaries, partnersor with respect to any other information provided to Parent, members Merger Sub or their respective Representatives has in connection with the Transactions, including the accuracy, completeness or timeliness thereof, including with respect to providing or making available to Parent, Merger Sub or any of their respective Representatives, or resulting from the omission of, any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent, Merger Sub and/or any of their respective Representatives in connection with presentations by the Company’s management, or other material or information made available to Parent or Merger Sub (or their respective Representatives) in the VDR, and, if made, or is making, any such other representation or warranty whatsoever to shall not be relied upon by the Parent, Parent’s Subsidiaries (including Merger Sub) or any other Person on behalf of Parent and none of the Company, its Subsidiaries or holders any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting therefrom. Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that none of Company Ordinary Sharesthe Parent Parties or any other Person on behalf of a Parent Party has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by Xxxxxx and except as provided Merger Sub in Article IV V or in the case of intentional fraudany document, SPAC hereby expressly disclaims and negatesagreement, to the fullest extent permitted by applicable Lawcertificate or other instrument contemplated hereby, including any other implied representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Caravelle Companies or its or their respective Representatives, with respect to SPAC or any of its Affiliates, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect as to the accuracy or completeness of any other information provided regarding any Parent Party furnished or made available to the Company, Company or its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures).

No Additional Representations or Warranties. Except as provided in this Article IV V or in the case of intentional fraudany certificate or agreement delivered at Closing, neither SPAC Buyer nor any of its Affiliates, nor any of its equityholderstheir respective managers, directors, officers, employees, stockholders, partners, members members, agents or Representatives representatives has made, or is making, any representation or warranty whatsoever to any Seller, the CompanyCompany or their respective Affiliates, its Subsidiaries managers, directors, officers, employees, stockholders, partners, members, agents or holders of Company Ordinary Sharesrepresentatives, oral or written, express or implied, and except Buyer hereby disclaims any such other representations and warranties. Except as provided in this Article IV V or in the case of intentional fraudany certificate or agreement delivered at Closing, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Caravelle Companies or its or their respective Representatives, with respect to SPAC or neither Buyer nor any of its Affiliates, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to the Company, its affiliates or nor any of their respective Representatives bymanagers, directors, officers, employees, stockholders, partners, members, agents or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party representatives shall be liable in respect of the accuracy or completeness of any information provided to Sellers, the Company, its Subsidiaries or Company Shareholders or their respective Affiliates, managers, directors, officers, employees, shareholders, partners, members or representatives. Without limiting the generality of the foregoingNotwithstanding anything contained in this Agreement, except as provided in Article IVBuyer acknowledges and agrees that no Company Related Party has made, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makesis making, any representation or warrantywarranty whatsoever, whether express or impliedimplied (and Buyer has not relied on any representation, warranty or statement of any kind by any Company Related Party) beyond those expressly given in Article III (with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereofSellers) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, including any implied warranty or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC Company or any of its Affiliates Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions as well as any other information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer or any of their respective stockholdersits Affiliates, partners, members agents or Representatives or otherwise. Notwithstanding anything representatives pursuant to the contrary Confidentiality Agreement) or management presentations or due diligence discussions that have been or shall hereafter be provided to or engaged in this Agreementwith Buyer or any of its Affiliates, including Section 4.4 agents or representatives are not and Section 4.13will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accounting treatment accuracy or completeness of Acquiror’s issued any of the foregoing, except as may be expressly set forth in Article III or Article IV. Buyer understands and outstanding warrantsagrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article III and Article IV, with all faults and without any other representation or warranty of any nature whatsoever. Notwithstanding the foregoing, or as anything to the contrary contained in this Agreement, nothing in this Agreement shall limit in any deficiencies in related disclosure (including with respect to internal control over financial reporting way claims or disclosure controls and procedures)remedies for Fraud.

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

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

No Additional Representations or Warranties. Except as provided in Article IV Notwithstanding the delivery or in the case of intentional frauddisclosure to Acquiror, neither SPAC nor any of its Affiliates, nor any of its equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to the Company, its Subsidiaries or holders of Company Ordinary Shares, and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Caravelle Companies or its or their respective Representatives, with respect to SPAC or any of its Affiliates, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and thatPerson of any documentation or other information (including any financial projections or other supplemental data), except as expressly provided in this Article IV V, or as may be separately stated in writing in the case Ancillary Agreements, neither SIM nor any of intentional fraudits Affiliates, nor any such representations of their respective directors, officers, managers, employees, stockholders (including the SIM Sellers), partners, members or warranties are expressly disclaimed. The Company acknowledges that other Representatives (the Company and its Representatives have been provided with full and complete access to the Representatives“SIM Related Group”), books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IVhas made, or in the case is making, and SIM (on behalf of intentional frauditself and each of them) expressly disclaims, the Company is not relying on any representation or warranty, oral warranty of any kind or writtennature, express or impliedimplied (including any representation or warranty of merchantability, whatsoever as to the condition, merchantabilityusage, suitability or fitness for a particular purpose or trade as with respect to their assets, any of the assets of SPACpart thereof, the prospects (financial workmanship thereof, and the absence of any defects therein, whether latent or otherwise) or the viability or likelihood of success of the business of SPAC patent, it being understood and agreed that, except as conducted after the Closing, as contained in any materials expressly provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrantsArticle V, or as may be separately stated in writing in the Ancillary Agreements, such assets are being acquired “as is, where is” on the Closing Date and in their present condition), whatsoever to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, their Affiliates or, with respect to the Transactions, any deficiencies in related disclosure other Person (including with respect to internal control over financial reporting the condition, value or disclosure controls quality of the acquired equity interests or businesses or assets of the SIM Group). Without limiting the foregoing, no member of the SIM Related Group shall be liable in respect of or have any liability or indemnification obligations to any Person with respect to the accuracy or completeness of any such documentation or other information provided to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, any of their respective Affiliates or any other Person (including any Representatives of any of the foregoing) (including any information, documents, projections, forecasts or other material made available to Acquiror or any of its respective Affiliates or Representatives in certain “data rooms” or management presentations or otherwise in expectation of the Transactions contemplated by this Agreement or any of the Ancillary Agreements or any discussion with respect to any of the foregoing information), unless and procedures)to the extent such documentation or other information is expressly included in any representation or warranty made in this Article V, the Ancillary Agreements and there is Actual Fraud.

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

No Additional Representations or Warranties. Except as provided in Article IV Notwithstanding the delivery or in the case of intentional frauddisclosure to Acquiror, neither SPAC nor any of its Affiliates, nor any of its equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to the Company, its Subsidiaries or holders of Company Ordinary Shares, and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Caravelle Companies or its or their respective Representatives, with respect to SPAC or any of its Affiliates, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and thatPerson of any documentation or other information (including any financial projections or other supplemental data), except as expressly provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in this Article IV, or as may be separately stated in writing in the case Ancillary Agreements, neither Panavision nor any of intentional fraudits Affiliates, nor any of their respective directors, officers, managers, employees, stockholders, partners, members or other Representatives (the Company “Panavision Related Group”), has made, or is not relying making, and Panavision (on behalf of itself and each of them) expressly disclaims, any representation or warranty, oral warranty of any kind or writtennature, express or impliedimplied (including any representation or warranty of merchantability, whatsoever as to the condition, merchantabilityusage, suitability or fitness for a particular purpose or trade as with respect to their assets, any of the assets of SPACpart thereof, the prospects (financial workmanship thereof, and the absence of any defects therein, whether latent or otherwise) or the viability or likelihood of success of the business of SPAC patent, it being understood and agreed that, except as conducted after the Closing, as contained in any materials expressly provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrantsArticle IV, or as may be separately stated in writing in the Ancillary Agreements, such assets are being acquired “as is, where is” on the Closing Date and in their present condition), whatsoever to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, their Affiliates or, with respect to the Transactions, any deficiencies in related disclosure other Person (including with respect to internal control over financial reporting the condition, value or disclosure controls quality of the acquired equity interests or businesses or assets of the Panavision Group). Without limiting the foregoing, no member of the Panavision Related Group shall be liable in respect of or have any liability or indemnification obligations to any Person with respect to the accuracy or completeness of any such documentation or other information provided to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, any of their respective Affiliates or any other Person (including any Representatives of any of the foregoing) (including any information, documents, projections, forecasts or other material made available to Acquiror or any of its respective Affiliates or Representatives in certain “data rooms” or management presentations or otherwise in expectation of the Transactions contemplated by this Agreement or any of the Ancillary Agreements or any discussion with respect to any of the foregoing information), unless and procedures)to the extent such documentation or other information is expressly included in any representation or warranty made in this Article IV or the Ancillary Agreements and there is Actual Fraud.

No Additional Representations or Warranties. Except as otherwise expressly provided in Article IV or in III (as modified by the case Company Disclosure Schedule), each of intentional fraud, neither SPAC nor any of its Affiliates, nor any of its equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to the Company, its Subsidiaries or holders of Company Ordinary Shares, and except as provided in Article IV or in the case of intentional fraud, SPAC Parent Entities hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other express or implied representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Caravelle Companies or its or their respective Representatives, with respect to SPAC or any of the Company, its Affiliates, their respective equityholders, partners, members or Representativesaffiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to the CompanyParent Entities, its their respective affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the TransactionsParent Entities, and except as provided in Article IV any such representations or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliateswarranties are expressly disclaimed. Without limiting the generality of the foregoing, except as provided expressly set forth in Article IVthis Agreement, or in the case of intentional fraud, Parent Entities hereby acknowledge and agree that neither SPAC the Company nor any other Person on behalf of SPAC the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the CompanyParent Entities, its their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the CompanyParent Entities, its Affiliates their respective affiliates or any of their respective Representatives or any other personPerson, and that, except as provided in Article IV or in the case of intentional fraud, that any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures).

No Additional Representations or Warranties. Except for the representations and warranties expressly contained in this Article 2 (as provided in Article IV or in qualified by the case of intentional fraud, neither SPAC nor any of its Affiliates, nor any of its equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever Disclosure Schedules to the Companyextent provided by the express terms and conditions (including limitations and exclusions) of this Agreement) (it being understood that Purchaser, its Subsidiaries or holders Merger Sub and each of Company Ordinary Shares, their Representatives have relied only on such express representations and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equitywarranties), Purchaser and any statementMerger Sub each acknowledge and agree, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any on its own behalf and on behalf of the Caravelle Companies or its or their respective Representatives, with respect to SPAC or any of its Affiliates, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, that neither the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or the Company makes, and neither Purchaser, Merger Sub nor any of their Representatives has relied on, the accuracy or completeness of any express or implied representation or warranty (including any representation or warranty, whether express or implied, as to the quality, merchantability, fitness of a particular purpose or condition of assets) with respect to the Barteca Entities or with respect to any statement or information of any nature made or provided by any Person or any information, statements, disclosures, documents, projections, forecasts, estimates forecasts or budgets other materials made available to the CompanyPurchaser, its affiliates Merger Sub or any of their respective Representatives in that certain datasite administered by DropBox, Inc. (the “Dataroom”) or otherwise on behalf of future revenues, future results of operations (the Company or any component thereof)of its Representatives to Purchaser, future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates Merger Sub or any of their respective Representatives Representatives. Each of Purchaser and Merger Sub (i) acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts and other materials and (ii) take full responsibility for making its own evaluation as to the accuracy and adequacy of the materials so furnished to them or to their respective Representatives. Without limiting the foregoing or any of Purchaser’s or Merger Sub’s rights or remedies under this Agreement, neither the Company nor any other Person will have or be subject to any liability whatsoever to Purchaser, Merger Sub or any other personPerson, and thatto the extent resulting from the distribution to Purchaser, except as provided in Article IV Merger Sub or in the case any of intentional fraudtheir Representatives, or Purchaser’s, Merger Sub’s or any of their Representatives use of or reliance on, any such representations information, including any information, statements, disclosures, documents, projections, forecasts or warranties are expressly disclaimed. The Company acknowledges that the Company and its other materials made available to Purchaser, Merger Sub or any of their Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case Dataroom or otherwise in expectation of intentional fraud, the Company is not relying on transactions contemplated by this Agreement or any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as discussions with respect to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures)foregoing information.

No Additional Representations or Warranties. Except as expressly provided in this Article IV or in the case of intentional fraudIII, neither SPAC the Company nor its Subsidiaries, or any of its their Affiliates, nor any of its equityholderstheir respective directors, officers, employees, stockholders, partners, members or Representatives representatives has made, or is making, any representation or warranty whatsoever to the Company, its Subsidiaries or holders of Company Ordinary Shares, and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Caravelle Companies Parent or its or their respective Representatives, with respect to SPAC or any of its Affiliates, their respective equityholders, partners, members or Representatives, Affiliates and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, Parent or its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality foregoing but also without limiting the scope of the foregoing, except as provided representations and warranties set forth in this Article IV, or III and/or in the case Letters of intentional fraudTransmittal and the Stockholder Support Agreement, neither SPAC nor any other Person on behalf of SPAC Parent acknowledges that Parent, together with its advisors, has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates or any own investigation of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full Subsidiaries and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case of intentional fraud, the Company is not relying on any implied warranties or upon any representation or warranty, oral or written, express or implied, warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the continued operation of the business of SPAC the Surviving Corporation and its Subsidiaries as conducted after the Closing, as contained in any materials provided by SPAC any of the Company, its Subsidiaries or any of its their Affiliates or any of their respective directors, officers, employees, stockholders, partners, members or Representatives representatives or otherwise. Notwithstanding anything to For the contrary purposes herein, any information provided to, or made available to, Parent by or on behalf of any of the Company or its Subsidiaries shall include any and all information that may be contained or posted in any electronic data room established by the Company or its representatives in connection with the transactions contemplated by this Agreement, including Section 4.4 and Section 4.13, . The foregoing shall in no representation way be construed to limit or warranty is made as impair Parent’s or its Affiliates’ right to make claims against any Person for or in the accounting treatment nature of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures)fraud.

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

No Additional Representations or Warranties. Except for the representations and warranties expressly contained in this Article 4 (as provided in Article IV or in qualified by the case of intentional fraud, neither SPAC nor any of its Affiliates, nor any of its equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever Disclosure Schedules to the Companyextent provided by the express terms and conditions (including limitations and exclusions) of this Agreement) (it being understood that Purchaser, its Subsidiaries or holders Merger Sub and each of Company Ordinary Shares, their Representatives have relied only on such express representations and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equitywarranties), Purchaser and any statementMerger Sub each acknowledge and agree, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any on its own behalf and on behalf of the Caravelle Companies or its or their respective Representatives, with respect to SPAC or any of its Affiliates, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, that neither the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IV, or in the case of intentional fraud, neither SPAC Blocker nor any other Person on behalf of SPAC has made or such Blocker makes, and neither Purchaser, Merger Sub nor any of their Representatives has relied on, the accuracy or completeness of any express or implied representation or warranty (including any representation or warranty, whether express or implied, as to the quality, merchantability, fitness of a particular purpose or condition of assets) with respect to such Blocker or with respect to any statement or information of any nature made or provided by any Person or any information, statements, disclosures, documents, projections, forecasts, estimates forecasts or budgets other materials made available to the CompanyPurchaser, its affiliates Merger Sub or any of their respective Representatives in the Dataroom or otherwise on behalf of future revenues, future results of operations (such Blocker or any component thereof)of its Representatives to Purchaser, future cash flows or future financial condition (or any component thereof) of SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to the Company, its Affiliates Merger Sub or any of their respective Representatives Representatives. Each of Purchaser and Merger Sub (i) acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts and other materials and (ii) take full responsibility for making its own evaluation as to the accuracy and adequacy of the materials so furnished to them or to their respective Representatives. Without limiting the foregoing or any of Purchaser’s or Merger Sub’s rights or remedies under this Agreement, neither such Blocker nor any other Person will have or be subject to any liability whatsoever to Purchaser, Merger Sub or any other personPerson, and thatto the extent resulting from the distribution to Purchaser, except as provided in Article IV Merger Sub or in the case any of intentional fraudtheir Representatives, or Purchaser’s, Merger Sub’s or any of their Representatives use of or reliance on, any such representations information, including any information, statements, disclosures, documents, projections, forecasts or warranties are expressly disclaimed. The Company acknowledges that the Company and its other materials made available to Purchaser, Merger Sub or any of their Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case Dataroom or otherwise in expectation of intentional fraud, the Company is not relying on transactions contemplated by this Agreement or any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as discussions with respect to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures)foregoing information.

No Additional Representations or Warranties. Except as provided expressly and specifically set forth in Article IV this ‎Article 3 , none of Seller, any Company or in the case of intentional fraud, neither SPAC nor any of its Affiliates, nor any of its equityholders, partners, members or Representatives their respective Related Parties has made, or is making and shall not be construed as having made or making, any express or implied representation or warranty whatsoever to the Company, its Subsidiaries or holders of Company Ordinary Shares, and except as provided in Article IV or in the case of intentional fraud, SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to any of the Caravelle Companies or its or their respective Representatives, with respect to SPAC Buyer or any of its AffiliatesRelated Parties, their respective equityholders, partners, members at law or Representativesin equity, and each hereby expressly disclaims any matter relating such other representations or warranties (including as to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of its Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, Buyer or any of its Subsidiaries or Company Shareholders or their respective AffiliatesRelated Parties). Without limiting the generality of the foregoing, except as provided in Article IV, or in the case none of intentional fraud, neither SPAC nor any other Person on behalf of SPAC has made or makesSeller, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its affiliates Company or any of their respective Representatives Related Parties has made or is making and shall not be construed as having made or making, any express or implied representation or warranty of any nature and shall not be liable in respect of: (i) any projections, estimates or budgets delivered to or made available to or provided to Buyer or any of its 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 SPAC (including the reasonableness Companies or any other Person or the future business and operations of the assumptions underlying Companies or any of other Person, except to the foregoing)extent arising out of, attributable to or the probable success resulting from Fraud or profitability of PubCo or the Caravelle Companies, whether or not included in any management presentation or in (ii) any other information or documents made available to Buyer or its Related Parties whether orally or in writing (including in the Company“data room”, functional “break-out” discussions, responses to questions submitted on behalf of Buyer or its Affiliates Related Parties or any of their respective Representatives otherwise) with respect to the Companies or any other person, and thatPerson or their respective businesses or operations (including as to the accuracy or completeness of any such information or documents), except as provided in Article IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. The Company acknowledges that the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of SPAC and other information that they have requested in connection with their investigation of SPAC and the Transactions. Except as provided in Article IV, or in the case of intentional fraud, the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of SPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of SPAC as conducted after the Closing, as contained in any materials provided by SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary set forth in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures)‎Article 3.