Common use of No Other Company Representations or Warranties Clause in Contracts

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article III, each Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC), (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such Investor or any of its Representatives or any information developed by such Investor or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to such Investor resulting from the delivery, dissemination or any other distribution to such Investor or any of its Representatives, or the use by such Investor or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such Investor or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Private Placement or any other transactions or potential transactions involving the Company and such Investor. Each Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters.

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth made by the Company in Article this ARTICLE III, each Investor hereby acknowledges that or in any certificate delivered pursuant to this Agreement, neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC), (a) has made or is making makes any other express or implied representation or warranty of any kind whatsoever, express or implied, at law or in equity, with respect to the Company or any of its Subsidiaries or their respective businessesbusiness, operations, assets, liabilities, condition (financial or otherwise) in order to induce Investor to purchase the Preferred Shares, notwithstanding the delivery or prospects, including with respect disclosure to any information provided or made available to such the Investor or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any information developed by such one or more of the foregoing. Without limiting the generality of the foregoing, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Investor or any of its respective Representatives with respect to (a) any financial projection, forecast, estimate, or budget relating to the Company, any of its Subsidiaries or their respective businesses or (b) except in the case of Fraud in connection with for the representations and warranties expressly set forth made by the Company in Article this ARTICLE III, will have any oral or be subject written information presented to any liability or indemnification obligation to such Investor resulting from the delivery, dissemination or any other distribution to such Investor or any of its Representativesrespective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the use by such Investor or any course of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such Investor or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal)the Transactions, in anticipation or contemplation of any of each case, in order to induce Investor to purchase the Private Placement or any other transactions or potential transactions involving the Company and such Investor. Each Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing mattersPreferred Shares.

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIIII(as modified by the Company Disclosure Schedule), each Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC), (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such Investor or any of its Representatives or any information developed by such Investor or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article IIIIII (as modified by the Company Disclosure Schedule), will have or be subject to any liability or indemnification obligation to such Investor resulting from the delivery, dissemination or any other distribution to such Investor or any of its Representatives, or the use by such Investor or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such Investor or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Private Placement or any other transactions or potential transactions involving the Company and such Investor. Each Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters., except with respect to Fraud in connection with the representations and warranties expressly set forth in Article III (as modified by the Company Disclosure Schedule).‌

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIIII (as modified by the Company Disclosure Letter) and in any certificate or other document delivered in connection with this Agreement, each the Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC)Person, (a) has made or is making any other express or implied representation or warranty with respect to the Series A Preferred Stock, the Common Stock, the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such the Investor or any of its Representatives or any information developed by such the Investor or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to such the Investor resulting from the delivery, dissemination or any other distribution to such the Investor or any of its Representatives, or the use by such the Investor or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such the Investor or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Private Placement or any other transactions or potential transactions involving Transactions and the Company and such Investor. Each Investor, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters.

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIIII (as modified by the Company Disclosure Letter) and in any certificate or other document delivered in connection with this Agreement, each the Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC)Person, (a) has made or is making any other express or implied representation or warranty with respect to the Series A Preferred Stock, Common Stock, Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such the Investor or any of its Representatives or any information developed by such the Investor or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to such the Investor resulting from the delivery, dissemination or any other distribution to such the Investor or any of its Representatives, or the use by such the Investor or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such the Investor or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Private Placement or any other transactions or potential transactions involving Transactions and the Company and such Investor. Each Investor, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters.

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIIII (as modified by the Company Disclosure Letter) and in any certificate or other document delivered in connection with this Agreement, each the Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC)Person, (a) has made or is making any other express or implied representation or warranty with respect to the Series B Preferred Stock, the Common Stock, the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such the Investor or any of its Representatives or any information developed by such the Investor or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to such the Investor resulting from the delivery, dissemination or any other distribution to such the Investor or any of its Representatives, or the use by such the Investor or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such the Investor or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Private Placement or any other transactions or potential transactions involving Transactions and the Company and such Investor. Each Investor, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters.

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article ARTICLE III, each the Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC)Person, (a) has made or is making any other express or implied representation or warranty warranty, at law or in equity, with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such Investor or any of its Representatives or any information developed by such Investor or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to such Investor resulting from the delivery, dissemination or any other distribution to such Investor or any of its Representatives, in each case, in order to induce Investor to purchase the Preferred Shares. Without limiting the generality of the foregoing, neither the Company nor any other Person makes or the use by such has made any express or implied representation or warranty to Investor or any of its Representativesrespective Representatives with respect to (a) any financial projection, forecast, estimate, or budget relating to the Company, any of its Subsidiaries or their respective businesses or (b) except for the representations and warranties made by the Company in ARTICLE III, any information, documents, estimates, projections, forecasts oral or other forward-looking information, business plans or other material developed by or provided or made available written information presented to such Investor or any of its Representatives, including respective Representatives in the course of their due diligence materialsinvestigation of the Company, “data rooms” the negotiation of this Agreement or management presentations (formal or informal)the course of the Transactions, in anticipation or contemplation of any of each case, in order to induce Investor to purchase the Private Placement or any other transactions or potential transactions involving the Company and such Investor. Each Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing mattersPreferred Shares.

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article III, each Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC), (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such Investor or any of its Representatives or any information developed by such Investor or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to such Investor resulting from the delivery, dissemination or any other distribution to such Investor or any of its Representatives, or the use by such Investor or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such Investor or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Private Placement or any other transactions or potential transactions transactions‌ involving the Company and such Investor. Each Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters.

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIIII and Article IV and in any certificate delivered in connection with this Agreement, each Investor the Purchaser hereby acknowledges that neither the Company nor any of its Subsidiariessubsidiaries, nor any other Person (including Moelis & Company LLC)Person, (a%3) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) ), shareholders’ equity, business, properties, results of operations or prospects, including with respect to any information provided or made available to such Investor the Purchaser or any of its Representatives or any information developed by such Investor the Purchaser or any of its Representatives or (b%3) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to such Investor the Purchaser resulting from the delivery, dissemination or any other distribution to such Investor the Purchaser or any of its Representatives, or the use by such Investor the Purchaser or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forecasts, forward-looking information, business plans or other material developed by oral or written information provided or made available to such Investor or developed by the Purchaser or any of its Representatives, Representatives in the course of their due diligence investigation of the Company (including in due diligence materials, “the data rooms” room or management presentations (formal or informalpresentations), in anticipation the negotiation of the Transaction Documents or the contemplation of any of the Private Placement or any other transactions or potential transactions involving the Company and such Investor. Each Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing mattersTransactions.

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article III, each Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC), (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such Investor or any of its Representatives or any information developed by such Investor or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to such Investor resulting from the delivery, dissemination or any other distribution to such Investor or any of its Representatives, or the use by such Investor or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such Investor or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Private Placement or any other transactions or potential transactions involving the Company and such Investor. Each Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters.matters.‌

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIIII (as modified by the Company Disclosure Letter) and in any certificate delivered pursuant to Article VI, each the Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC)Person, (a) has made or is making any other express or implied representation or warranty with respect to the Series A Preferred Stock, the Common Stock, the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such the Investor or any of its Representatives or Affiliates or any information developed by such the Investor or any of its Representatives or Affiliates, and none of the Investor, its Affiliates or any of its or their Representatives has relied, is relying, or will rely on any other representations, warranties, or other statements, or the accuracy or completnes thereof, or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to such the Investor resulting from the delivery, dissemination or any other distribution to such the Investor or any of its RepresentativesRepresentatives or Affiliates, or the use by such the Investor or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such the Investor or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Private Placement or any other transactions or potential transactions involving Transactions and the Company and such Investor. Each Investor, on behalf of itself and on behalf of its respective Affiliates, expressly waives any such claim relating to the foregoing matters.

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIII (as modified by the Company Disclosure Letter) and in any certificate or other document delivered in connection with this Agreement, each Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC)Person, (a) has made or is making any other express or implied representation or warranty with respect to the Series A Preferred Stock, the Common Stock, the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such either Investor or any of its their Representatives or Affiliates or any information developed by such either Investor or any of their Representatives or Affiliates and none of the Investors, or their Affiliates or any of its or their Representatives has relied, is relying, or will rely on any other representations, warranties, or other statements, or the accuracy or completnes thereof, or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to such either Investor resulting from the delivery, dissemination or any other distribution to such either Investor or any of their Representatives or Affiliates, or the use by either Investor or any of its Representatives, Representatives or the use by such Investor or any of its RepresentativesAffiliates, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such either Investor or any of its Representativestheir Representatives or Affiliates, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Private Placement or any other transactions or potential transactions involving the Company Transactions and such Investor. Each each Investor, on behalf of itself and on behalf of its their respective Affiliates, expressly waives any such claim relating to the foregoing matters.

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article III, each Investor the Purchaser hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC)Person, (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such Investor the Purchaser or any of its Representatives or any information developed by such Investor the Purchaser or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article III, will have or be subject to any liability or indemnification obligation to such Investor the Purchaser resulting from the delivery, dissemination or any other distribution to such Investor the Purchaser or any of its Representatives, or the use by such Investor the Purchaser or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such Investor the Purchaser or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Private Placement Transactions or any other transactions or potential transactions involving the Company and such Investor. Each Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing mattersPurchaser.

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIIII(as modified by the Company Disclosure Schedule), each Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC), (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such Investor or any of its Representatives or any information developed by such Investor or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article IIIIII (as modified by the Company Disclosure Schedule), will have or be subject to any liability or indemnification obligation to such Investor resulting from the delivery, dissemination or any other distribution to such Investor or any of its Representatives, or the use by such Investor or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such Investor or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Private Placement or any other transactions or potential transactions involving the Company and such Investor. Each Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud in connection with the representations and warranties expressly set forth in Article III (as modified by the Company Disclosure Schedule).

No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article IIIIII (as modified by the Company Disclosure Schedule), each Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person (including Moelis & Company LLC), (a) has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to such Investor or any of its Representatives or any information developed by such Investor or any of its Representatives or (b) except in the case of Fraud in connection with the representations and warranties expressly set forth in Article IIIIII (as modified by the Company Disclosure Schedule), will have or be subject to any liability or indemnification obligation to such Investor resulting from the delivery, dissemination or any other distribution to such Investor or any of its Representatives, or the use by such Investor or any of its Representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to such Investor or any of its Representatives, including in due diligence materials, “data rooms” or management presentations (formal or informal), in anticipation or contemplation of any of the Private Placement or any other transactions or potential transactions involving the Company and such Investor. Each Investor, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters, except with respect to Fraud in connection with the representations and warranties expressly set forth in Article III (as modified by the Company Disclosure Schedule).