Common use of No Additional Representations Clause in Contracts

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the Investors, or any of their Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors or any of their Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors and their Affiliates to rely on the representations and warranties expressly set forth in this Article II, nor will anything in this Agreement operate to limit any claim by any Investor or any of its respective Affiliates for Fraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IIII and in any certificate delivered to the Purchaser in connection with this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby, or the accuracy or completeness thereof. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement and in any certificate delivered to the Purchaser as may be required by this Agreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company set forth in this Agreement (including in this Article IIIV and any certificates delivered pursuant to Section 7.02 of this Agreement) all of which the Parent Entities are relying upon, neither the Company nor any other Person acting on behalf of the Company makes any representation or warranty, express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospectsimplied, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsParent Entities, or any of their Affiliates or representatives, Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or Company, any of its Subsidiaries or their respective businessbusinesses, or (b) any oral or, except for the representations and warranties made by the Company in this Article IV or in any certificate delivered pursuant to Section 7.02 of this Agreement, written information presented or otherwise provided or made available to the Investors Parent Entities or any of their Affiliates or representatives Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated herebyTransactions. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors and their Affiliates to rely on the The representations and warranties expressly set forth in this Article II, nor will anything Agreement (including in this Agreement operate Article IV and any certificates delivered pursuant to limit Section 7.02 of this Agreement), are made solely by the Company, and none of the Company Representatives, acting in their individual capacity, shall have any claim by any Investor responsibility or any of its respective Affiliates for Fraudliability related thereto.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (bii) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor the Purchaser or any of its respective Affiliates for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IIII (as modified by the Disclosure Letter) and in any certificate delivered to the Purchaser in connection with this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby, or the accuracy or completeness thereof. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement and in any certificate delivered to the Purchaser as may be required by this Agreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchasers, or any of their respective Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (bii) any oral or written information presented to the Investors Purchasers or any of their respective Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchasers and their respective Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudactual and intentional fraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IIIV or in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person person makes any express or implied representation or warranty with respect to the Company or any its Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions (financial or prospectsotherwise) or prospects in connection with this Agreement or the transactions contemplated hereby, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person person makes or has made any representation or warranty to the InvestorsParent, Merger Sub, or any of their Affiliates or representatives, Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or Company, any of its Subsidiaries or their respective businessbusinesses, or (b) any oral or, except for the representations and warranties made by the Company in this Article IV or in any certificate delivered pursuant to this Agreement, written information presented to the Investors Parent, Merger Sub or any of their Affiliates or representatives Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary hereinforegoing, nothing this Section 4.22 shall not limit Parent’s or Merger Sub’s remedies in this Agreement shall limit the right case of the Investors and their Affiliates to rely on the representations and warranties expressly set forth in this Article II, nor will anything in this Agreement operate to limit any claim by any Investor fraud or any of its respective Affiliates for Fraudintentional misrepresentation.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, assets liabilities, employees, employee benefit plans, conditions condition or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the Initial Investors, or any of their respective Affiliates or representatives, representatives with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (bii) except for the representations and warranties made by the Company in this Section 2.1, any oral or written information presented to the Investors Initial Investors, or any of their respective Affiliates or representatives representatives, in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Initial Investors and their Affiliates to rely on the representations representations, warranties, covenants and warranties agreements made to the Initial Investors expressly set forth in this Article IIthe Transaction Documents or in any certificate delivered thereunder, nor will anything in this Agreement operate to limit any claim by any Investor or any of its respective Affiliates the Initial Investors for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the Investors, or any of their Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors or any of their Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors and their Affiliates to rely on the representations and warranties expressly set forth in this Article II, nor will anything IV and Article V (a) Purchaser has not relied on any representation or warranty from the Sellers or the Purchaser or any of their respective Affiliates or representatives in determining to enter into this Agreement operate and (b) Purchaser acknowledges and agrees that neither the Sellers nor the Purchaser nor any of their respective Affiliates or representatives has made any representation or warranty whatsoever, oral or written, express or implied, including with regard to limit any claim by information the Sellers, the Purchaser or any Investor of their respective Affiliates or representatives made available to Purchaser or its Affiliates or representatives (including with respect to (i) the business, financial condition, results of operations, future operating or financial results, any projections, estimates or budgets for the Purchaser or its businesses, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such projections, estimates, budgets, forecasts, plans or prospects), (ii) any materials, documents or information relating to the Purchaser or its businesses made available to Purchaser or its counsel, accountants or advisors in the Purchaser data room or otherwise or (iii) the information contained in any management presentation, confidential information memorandum or in any other form provided to Purchaser in connection with the transactions contemplated hereby (and as to all such information described in the foregoing clauses (i)-(iii) Purchaser expressly agrees and acknowledges, on behalf of itself and its Affiliates, that none of Sellers, the Purchaser or any of their respective Affiliates will have or be subject to any liability to Purchaser or any of its respective Affiliates for Fraudor representatives resulting from the distribution to Purchaser or its Affiliates or representatives, or Purchaser’s or its Affiliates’ or representatives’ use of, any such information).

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person person makes any express or implied representation or warranty with respect to the any Company or any Subsidiaries Group Member or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospectsprospects in connection with the transactions contemplated hereby, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person person makes or has made any representation or warranty to the InvestorsPurchasers, or any of their Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the any Company Group Member or any of its Subsidiaries or their respective business, or (bii) except for the representations and warranties made by the Company in this Article II, any oral or written information presented to the Investors Purchasers or any of their Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors each Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor such Purchaser or any of its respective Affiliates for Fraud.fraud. ARTICLE III

No Additional Representations. Except for the representations and warranties made by the Company in this Article IIII (as modified by the Disclosure Letter) and in any certificate delivered to the Purchasers in connection with this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchasers, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchasers or any of their Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby, or the accuracy or completeness thereof. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchasers and their Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement and in any certificate delivered to the Purchasers as may be required by this Agreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, (ii) matters relating to insurance coverage for Pandemic Matters with respect to the Company, including any determination, dispute, availability, disbursement or non-disbursement or the certainty of the Company receiving all or any portion of proceeds from the applicable insurers for claims filed or to be filed under the Company’s event cancellation insurance policy or (biii) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudactual fraud (involving scienter) in the making of the representations and warranties of the Company set forth in this Agreement or in any certificate delivered hereunder.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IIII and in any certificate delivered to the Purchaser in connection with this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby, or the accuracy or completeness thereof. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement and in any certificate delivered to the Purchaser as may be required by this Agreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraud.fraud. ARTICLE III

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their respective Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, business or (bii) any oral or written information presented to the Investors Purchasers or any of their respective Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors and their Affiliates Purchasers to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser for actual fraud (involving scienter) in the making of the representations and warranties of the Company set forth in this Agreement or in any of its respective Affiliates for Fraudcertificate delivered hereunder.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IIII (as modified by the Disclosure Letter) and in any certificate delivered to the Purchaser in connection with this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement and in any certificate delivered to the Purchaser in connection with this Agreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IIV or in any certificate delivered pursuant to this Agreement, neither the Company nor any other Person person makes any express or implied representation or warranty with respect to the Company or any its Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, liabilities or conditions (financial or prospectsotherwise) in connection with this Agreement or the transactions contemplated hereby, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, and except for the representations and warranties made by the Company in this Article V or in any certificate or the Disclosure Letter delivered pursuant to this Agreement, neither the Company nor any other Person person makes or has made any representation or warranty to the InvestorsParent, Merger Sub or any of their Affiliates or representatives, Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or Company, any of its Subsidiaries or their respective businessbusinesses, or (b) any oral or written information presented to the Investors Parent, Merger Sub or any of their Affiliates or representatives Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary hereinforegoing, nothing this Section 5.27 shall not limit Parent’s or Merger Sub’s remedies in this Agreement shall limit the right case of the Investors and their Affiliates to rely on the representations and warranties expressly set forth in this Article II, nor will anything in this Agreement operate to limit any claim by any Investor fraud or any of its respective Affiliates for Fraudintentional misrepresentation.

No Additional Representations. Except for the representations and warranties made set forth in Article IV and Article V and in any certificate, instrument or other deliverable required to be executed and delivered by the Company in or any of the Blockers pursuant to this Article IIAgreement, neither as applicable, each of nCino, Parent and each Merger Sub, on behalf of itself and its Affiliates and Representatives, acknowledges and agrees that (a) none of the Company nor Acquired Companies, the Blockers or any other Person makes on behalf of any of them has made or is making any express or implied representation or warranty with respect to any of the Company Acquired Companies, the Blockers or any Subsidiaries of their respective Affiliates or any of their respective businesses, operations, assetscondition (financial or otherwise), liabilitiesthe pro forma financial information, employeescost estimates, employee benefit plansfinancial or other projections, conditions forecasts, estimates, budgets, plans or prospectsany other forward-looking statements of any Acquired Company or Blocker or any other matter or with respect to any other information, documents or other materials (including any such materials contained in the VDR or reviewed by nCino, Parent or the Merger Subs or any of their respective Affiliates or Representatives) or management presentations provided to nCino, Parent or the Merger Subs or any of their respective Affiliates or Representatives, (b) nCino, Parent and the Company hereby disclaims Merger Subs shall acquire the Acquired Companies and the Blockers without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets and (c) any such other representations or warranties. In particularwarranties are expressly disclaimed by the Acquired Companies and the Blockers, without limiting and neither nCino, Parent nor the foregoing disclaimerMerger Subs, neither the Company nor any other Person makes on their behalf, is entitled to rely on, or has made relied on or is relying on, any such representation or warranty to the Investorswarranty, or any of their Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors or any of their Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors and their Affiliates to rely on the representations and warranties expressly set forth in this Article II, nor will anything in this Agreement operate to limit any claim by any Investor or any of its respective Affiliates for Fraudif made.

No Additional Representations. (a) Except for the representations and warranties made by the Company in this Article IIV, the Company Disclosure Letter or any certificate delivered pursuant to this Agreement, neither the Company Key Stockholders nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries Key Stockholders or their respective businessesAffiliates in connection with this Agreement or the Merger, operationsSubsequent Merger, assets, liabilities, employees, employee benefit plans, conditions Bank Merger or prospectsany of the other Transactions, and each of the Company Key Stockholders hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article V, the Company Disclosure Letter or any certificate delivered pursuant to this Agreement, neither the Company Key Stockholders nor any other Person makes or has made any representation or warranty to Parent or any of its Affiliates or Representatives with respect to (i) any prospective information relating to the Investors, Key Stockholders or any of their Affiliates respective Affiliates; or representatives(ii) except for the representations and warranties made in this Article V, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company Disclosure Letter or any of its Subsidiaries or their respective businesscertificate delivered pursuant to this Agreement, or (b) any oral or written information presented to the Investors Parent or any of their its Affiliates or representatives Representatives in the course of their due diligence investigation of the CompanyKey Stockholders, the negotiation of this Agreement or in the course of the transactions contemplated herebyMerger, Subsequent Merger, Bank Merger or any of the other Transactions. Notwithstanding anything to the contrary hereinforegoing, nothing in this Agreement Section 5.08 shall limit the right Parent’s remedies with respect to claims of the Investors and their Affiliates to rely on the representations and warranties expressly set forth in this Article II, nor will anything in this Agreement operate to limit any claim by any Investor or any of its respective Affiliates for Fraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person person makes any express or implied representation or warranty with respect to the any Company or any Subsidiaries Group Member or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospectsprospects in connection with the transactions contemplated hereby, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person person makes or has made any representation or warranty to the InvestorsPurchasers, or any of their Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the any Company Group Member or any of its Subsidiaries or their respective business, or (bii) except for the representations and warranties made by the Company in this Article II, any oral or written information presented to the Investors Purchasers or any of their Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors each Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor such Purchaser or any of its respective Affiliates for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudactual and intentional fraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement, nor will anything in this Agreement operate to limit any claim by any Investor or any of its respective Affiliates the Purchaser for Fraudintentional and actual fraud solely with respect to the representations and warranties made by the Company is this Article II.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (bii) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor the Purchaser or any of its respective Affiliates for Fraudactual and intentional fraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated herebyContemplated Transactions. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants, and warranties agreements expressly set forth in this Article IIAgreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudactual and intentional fraud.

No Additional Representations. Except for the representations and warranties made contained in this Article III (as qualified by the Company in this Article IIDisclosure Schedules), neither the Company nor any other Person makes any other express or implied representation or warranty with respect to the Company or Company, any of its Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospectsthe transactions contemplated by this Agreement, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has whether made any representation or warranty to the Investors, or any of their Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to by the Company or any of its Subsidiaries Affiliates, officers, directors, employees, agents or their respective businessother Representatives. Except for the representations and warranties contained in this Article III (as qualified by the Company Disclosure Schedules), the Company shall have no, and hereby disclaims, all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (b) whether orally or in writing, in any oral or written information presented data room relating to the Investors transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or any requests submitted by or on behalf of their Affiliates Parent or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement Merger Sub or in the course any other form in consideration for investigation of the transactions contemplated hereby. Notwithstanding anything by this Agreement) to the contrary hereinParent or its Affiliates or Representatives (including any opinion, nothing in this Agreement shall limit the right information, forecast, projection or advice that may have been or may be provided to Parent or its Affiliates or Representatives by any director, officer, employee, agent, consultant or other Representative of the Investors and their Affiliates to rely on the representations and warranties expressly set forth in this Article II, nor will anything in this Agreement operate to limit any claim by any Investor Company or any of its Affiliates). The Company makes no representations or warranties to Parent, Merger Sub or their respective Affiliates for Fraudor Representatives regarding the probable future success or future profitability of the Company or any of its Subsidiaries.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, assets liabilities, employees, employee benefit plans, conditions condition or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, representatives with respect to (ai) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (bii) except for the representations and warranties made by the Company in this Section 2.1, any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered hereunder, nor will anything in this Agreement operate to limit any claim by any Investor the Purchaser or any of its respective Affiliates for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article IISection 2.1, neither the Company nor any other Person person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person person makes or has made any representation or warranty to the InvestorsPurchaser, or any of their its Affiliates or representatives, with respect to (ai) except for the representations and warranties made by the Company in this Section 2.1, any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (bii) except for the representations and warranties made by the Company in this Section 2.1, any oral or written information presented to the Investors Purchaser or any of their its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by any Investor the Purchaser or any of its respective Affiliates for Fraudfraud.

No Additional Representations. Except for the representations and warranties made by the Company in this Article II, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the InvestorsPurchasers, or any of their its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Investors Purchasers or any of their Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Investors any Purchaser and their its Affiliates to rely on the representations representations, warranties, covenants and warranties agreements expressly set forth in this Article IIAgreement, nor will anything in this Agreement operate to limit any claim by any Investor Purchaser or any of its respective Affiliates for Fraudactual and intentional fraud.