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

No Other Company Representations or Warranties. Each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties contained in Section 5, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement (but specifically excluding the Credit Agreement), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or has made any representation or warranty hereunder with respect to, and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (ii) without limiting the representations and warranties made by the Company in Section 5 (or under the Credit Agreement), any information presented to each Buyer or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under the Credit Agreement), neither the Company nor any of its subsidiaries shall have any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its subsidiaries to each Buyer or 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 by this Agreement.

No Other Company Representations or Warranties. Each Buyer acknowledges of Parent and agreesMerger Sub has conducted its own independent review and analysis of the businesses, on behalf assets, condition, operations and prospects of itself the Company and its Affiliatesthe Company Subsidiaries. Parent and Merger Sub acknowledge that they and their Representatives have received access to (i) such books and records, thatfacilities, except equipment, Contracts and other assets of the Company which they and their Representatives have requested to review and (ii) have had opportunities to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties contained set forth in Section 5Article III, Parent and Merger Sub hereby acknowledge that neither the Company nor any Company Subsidiaries nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or Representatives, nor any other Person, makes has made or is making any other express or implied representation or warranty with respect to the Company, its subsidiaries Company or any Company Subsidiaries or their respective businesses, business or operations, assets, liabilities, employees, employee benefit plans, conditions including with respect to any information provided or prospects in connection with this Agreement (but specifically excluding the Credit Agreement), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations made available to Parent or warrantiesMerger Sub. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that neither Neither the Company nor any Company Subsidiaries nor any of their respective stockholders, directors, officers, employees, affiliates, advisors, agents or Representatives, will have or be subject to any liability or indemnification obligation to Parent or Merger Sub resulting from the delivery, dissemination or any other Persondistribution to Parent, makes or has made any representation or warranty hereunder with respect to, and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries Merger Sub or their respective businessstockholders, directors, officers, employees, affiliates or Representatives, or (ii) without limiting the representations and warranties use by Parent, Merger Sub or their respective stockholders, directors, officers, employees, affiliates or Representatives of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made by the Company available to Parent, Merger Sub or their respective stockholders, directors, officers, employees, affiliates or Representatives in Section 5 (anticipation or under the Credit Agreement), contemplation of any information presented to each Buyer or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To Notwithstanding the fullest extent permitted by applicable lawforegoing, without limiting the representations nothing in this Section 4.09 or this Agreement shall (i) relieve any Person of liability for fraud, (ii) prevent Parent and warranties contained in Section 5 (and Merger Sub from relying on the representations and warranties of the Company under the Credit set forth in this Agreement), neither the Company nor any of its subsidiaries shall have any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available certificates delivered by the Company or its subsidiaries to each Buyer or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of connection with this Agreement or (iii) be given effect in the course any claim in respect of the transactions contemplated by this Agreementfraud.

No Other Company Representations or Warranties. Each The Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties contained in Section 5, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement (but specifically excluding the Credit Agreement), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, agrees that neither the Company nor any other Person, of its Subsidiaries (as defined in Section 3(a)) makes or has made any representation representations or warranty hereunder warranties with respect toto the transactions contemplated hereby other than those specifically set forth in Section 3 and in any certificate or other Transaction Document delivered by the Company in connection with this Agreement. In connection with the due diligence investigation of the Company by the Buyer and its representatives, the Buyer and its representatives have received and may continue to receive from the Company and its representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company and its Subsidiaries and their respective businesses and operations, including information regarding the Prism Acquisition Transaction (as defined in Section 3(a)), the Securities Purchase Agreement, dated as of the date hereof, between the Company and TRowe (as defined in the Registration Rights Agreement) and made available to Buyer prior to or contemporaneously with the execution and delivery of this Agreement (the “TRowe Purchase Agreement”), the Registration Rights Agreement, dated as of the date hereof, between the Company and TRowe and made available to Buyer prior to or contemporaneously with the execution and delivery of this Agreement (together with the TRowe Purchase Agreement, the “TRowe Transaction Documents”), and each Buyerthe Owl Rock Transaction. The Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, on behalf projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Buyer is familiar, that the Buyer is making its own evaluation of itself the adequacy and its Affiliatesaccuracy of all estimates, hereby disclaims reliance upon (i) any financial projectionprojections, forecastforecasts and other forward-looking information, estimateas well as such business plans, budget or prospect information relating so furnished to the CompanyBuyer (including the reasonableness of the assumptions underlying such estimates, its subsidiaries projections, forecasts, forward-looking information or their respective businessbusiness plans), or (ii) without limiting and that except for the representations and warranties made by the Company in Section 5 (3 and in any certificate or under other Transaction Document delivered by the Credit Company in connection with this Agreement), the Buyer will have no claim against the Company or any information presented of its Subsidiaries, or any of their respective representatives, with respect thereto. Notwithstanding anything to each the contrary herein, nothing in this Agreement shall limit the right of the Buyer or any of its Affiliates or representatives to rely on the representations, warranties, covenants and agreements expressly set forth in the course of their due diligence investigation of the Company, the negotiation of this Agreement and in any certificate or in the course of the transactions contemplated hereby. To the fullest extent permitted other Transaction Document delivered by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under in connection with this Agreement, nor will anything in this Agreement operate to limit any claim by the Credit Agreement), neither the Company nor Buyer or any of its subsidiaries shall have Affiliates for actual and intentional fraud. As used in this Agreement, “Affiliate” of any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon Person means any other representation Person directly or warrantyindirectly controlling or controlled by or under direct or indirect common control with such Person as of the date which, either express or impliedat any time during the period for which, included in the determination of affiliation is being made; provided that, with respect to Buyer, an Affiliate shall expressly include any information Affiliate of Xxxxxx X. Xxxxxx, any Affiliate of Act III Equity Holdings, LLC and any custodian or statements (trustee of any trust partnership or limited liability company exclusively for the benefit of, or the ownership interests of which are owned wholly by, Xxxxxx X. Xxxxxx, any of his spouse, children or other direct lineal descendants, or any omissions therefrom) provided one or made available by more trusts exclusively for the Company or its subsidiaries to each Buyer or its Affiliates or representatives in the course benefit of their due diligence investigation any of the Company, the negotiation them. For purposes of this Agreement or definition, “control,” when used with respect to any Person, has the meaning specified in Rule 12b-2 under the course of 1934 Act; and the transactions contemplated by this Agreementterms “controlling” and “controlled” have meanings correlative to the foregoing.

No Other Company Representations or Warranties. Each Buyer acknowledges Parent and agrees, on behalf of itself Merger Sub acknowledge and its Affiliates, that, agree that (a) except for the specific representations and warranties contained expressly set forth in Section 5, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement Article III (but specifically excluding the Credit Agreement), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or has made any representation or warranty hereunder with respect to, and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (ii) without limiting the representations and warranties made as qualified by the Company Disclosure Schedule) or expressly set forth in Section 5 (or under the Credit Agreement), any information presented to each Buyer or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under the Credit Agreement)a Transaction Document, neither the Company nor any of its subsidiaries shall have any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon Representatives makes any other representation or warranty, either written or oral, express or implied, included in with respect to the Company and its Subsidiaries, any information of their respective businesses, financial projections, assets, liabilities or statements operations, or the Transactions, and (b) the Company disclaims any other representations or any omissions therefrom) provided or warranties, whether made available by the Company or one of its subsidiaries Subsidiaries or any of their respective Representatives. Parent and Merger Sub acknowledge and agree that, except for the specific representations and warranties contained in Article III (as qualified by the Company Disclosure Schedule) or expressly set forth in a Transaction Document, the Company hereby disclaims all liability and responsibility for, and, other than Fraud Claims, Parent and Merger Sub hereby expressly waive and relinquish any and all rights, claims or causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) based on, arising out of or relating to, any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to each Buyer Parent or its Representatives (including any opinion, information, illustrative or hypothetical example, projection or advice that may have been or may be provided to Parent or its Representatives by any Representative of the Company or one of its Subsidiaries or any information, documents or materials made available to Parent or its Representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or any other form in the course of connection with the transactions contemplated by this Agreement). Parent and Merger Sub acknowledge and agree that the Company makes no representations or warranties to Parent regarding (i) merchantability or fitness for any particular purpose or (ii) the future success or profitability of the Company and its Subsidiaries. Notwithstanding the foregoing, nothing contained in this Agreement shall operate as a waiver of, or shall otherwise limit the ability of any Person to bring, a Fraud Claim.

No Other Company Representations or Warranties. Each The Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties contained in Section 53, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement (but specifically excluding the Credit Agreement)prospects, and each the Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each the Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or has made any representation or warranty hereunder with respect to, and each the Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (ia) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (iib) without limiting the representations and warranties made by the Company in Section 5 (or under the Credit Agreement)3, any information presented to each the Buyer or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under the Credit Agreement)3, neither the Company nor any of its subsidiaries Subsidiaries shall have any liability to each the Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its subsidiaries to each the Buyer or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the Ancillary Agreements or in the course of the transactions contemplated by this AgreementAgreement or the Ancillary Agreements.

No Other Company Representations or Warranties. Each Buyer acknowledges of Parent Holdco, Parent and agreesMerger Sub has conducted its own review and analysis of the business, on behalf operations, assets, Contracts, Intellectual Property, real estate, technology, liabilities, results of itself operations, financial condition and prospects of the Company and its AffiliatesSubsidiaries to its satisfaction. Parent Holdco, that, except for the representations Parent and warranties contained in Section 5, Merger Sub acknowledges that neither the Company nor any other PersonPerson on behalf of the Company makes, makes and none of Parent Holdco, Parent or Merger Sub has relied upon, any express or implied representation or warranty with respect to the CompanyCompany or any of its Subsidiaries or with respect to any other information provided to Parent Holdco, its subsidiaries Parent or Merger Sub or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects Representatives in connection with the transactions contemplated by this Agreement including the accuracy or completeness thereof other than the representations and warranties contained in Article III (but specifically excluding as qualified by the Credit AgreementCompany Disclosure Schedule), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without Without limiting the foregoing disclaimerforegoing, each Buyer of Parent Holdco, Parent and Merger Sub acknowledges and agreesagrees that, on behalf of itself except for any remedies available under this Agreement with respect to the representations and its Affiliates, that warranties expressly set forth in Article III (as qualified by the Company Disclosure Schedule) neither the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent Holdco, makes Parent, Merger Sub or has their Representatives or any other Person resulting from Parent Holdco’s, Parent’s, Merger Sub’s or their Representatives’ use of any information, documents, projections, forecasts or other material made available to Parent Holdco, Parent, Merger Sub or their Representatives, including any representation information made available in the electronic data room maintained by or warranty hereunder with respect to, and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (ii) without limiting the representations and warranties made by the Company in Section 5 (or under the Credit Agreement), any information presented to each Buyer or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under the Credit Agreement), neither the Company nor any of its subsidiaries shall have any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its subsidiaries to each Buyer or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course Representatives for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent Holdco, Parent, Merger Sub or their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement.

No Other Company Representations or Warranties. Each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that, except Except for the representations and warranties contained set forth in Section 5Exhibit 4, Parent and Merger Sub hereby acknowledge and agree that neither the Company or any of its Subsidiaries, nor any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, makes 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 business or operations, including with respect to any information provided or made available to the Parent, Merger Sub or any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, or any other Person. 5.12 Due Diligence 5.12.1 Parent and Merger Sub have knowledge and experience in financial and business matters and are each capable of evaluating the merits and risks of the Transactions. Without derogating from any of the above, each of Parent and Merger Sub is able to fend for itself and can bear the economic risk of the Transactions. Parent and Merger Sub have conducted a due diligence review of the affairs, business, assets and operations of the Company and its Subsidiaries and had access to certain information, materials, documents and data as made available by the Company and to personnel, management and advisors of the Company as sought by them. Nothing herein shall be in limitation of the representations and warranties made by the Company in Exhibit 4. 5.12.2 In connection with the due diligence investigation of the Company by Parent and Merger Sub and their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, 16 Parent and Merger Sub and their respective Affiliates, shareholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, shareholders, directors, officers, employees, agents, representatives and advisors certain estimates, projections, forecasts and other forward‑looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Sub hereby acknowledge and agree (a) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward‑looking statements, as well as in such business plans, with which Parent and Merger Sub are familiar, and (b) that Parent and Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward‑looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward‑looking information or business plans). Accordingly, Parent and Merger Sub hereby acknowledge and agree that none of the Company or any of its Subsidiaries, nor any of their respective Affiliates, shareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward‑looking statements or business plans (including the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement (but specifically excluding the Credit Agreement), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or has made any representation or warranty hereunder with respect to, and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (ii) without limiting the representations and warranties made by the Company in Section 5 (or under the Credit Agreement), any information presented to each Buyer or any of its Affiliates or representatives in the course of their due diligence investigation reasonableness of the Companyassumptions underlying such estimates, the negotiation of this Agreement projections, forecasts, forward‑looking statements or in the course of the transactions contemplated herebybusiness plans). To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under the Credit Agreement), neither the Company nor any of its subsidiaries shall have any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its subsidiaries to each Buyer or 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 by this Agreement6.

No Other Company Representations or Warranties. Each The Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties contained in Section 5, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement (but specifically excluding the Credit Agreement), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, agrees that neither the Company nor any other Person, of its Subsidiaries makes or has made any representation representations or warranty hereunder warranties with respect toto the transactions contemplated hereby other than those specifically set forth in Section 3 and in any certificate or other Transaction Document delivered by the Company in connection with this Agreement. In connection with the due diligence investigation of the Company by the Buyer and its representatives, the Buyer and its representatives have received certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company and its Subsidiaries and their respective businesses and operations. The Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Buyer is familiar, that the Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to the Buyer (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (ii) without limiting that except for the representations and warranties made by the Company in Section 5 (3 and in any certificate or under other Transaction Document delivered by the Credit Company in connection with this Agreement), the Buyer will have no claim against the Company or any information presented of its Subsidiaries, or any of their respective representatives, with respect thereto. Notwithstanding anything to each the contrary herein, nothing in this Agreement shall limit the right of the Buyer or any of its Affiliates or representatives to rely on the representations, warranties, covenants and agreements expressly set forth in the course of their due diligence investigation of the Company, the negotiation of this Agreement and in any certificate or in the course of the transactions contemplated hereby. To the fullest extent permitted other Transaction Document delivered by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under in connection with this Agreement, nor will anything in this Agreement operate to limit any claim by the Credit Agreement), neither the Company nor Buyer or any of its subsidiaries shall have Affiliates for actual and intentional fraud. As used in this Agreement, “Affiliate” of any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon Person means any other representation Person directly or warranty, either express indirectly controlling or implied, included in any information controlled by or statements (under direct or any omissions therefrom) provided or made available by the Company or its subsidiaries to each Buyer or its Affiliates or representatives in the course of their due diligence investigation indirect common control with such Person as of the Companydate which, or at any time during the period for which, the negotiation determination of affiliation is being made. For purposes of this Agreement or definition, “control,” when used with respect to any Person, has the meaning specified in Rule 12b-2 under the course of Exchange Act; and the transactions contemplated by this Agreementterms “controlling” and “controlled” have meanings correlative to the foregoing.

No Other Company Representations or Warranties. Each Buyer acknowledges of Parent and agrees, on behalf Merger Sub has conducted its own independent review and analysis of itself the business and assets of the Company and its AffiliatesSubsidiaries, thatand each of them acknowledges that it and its Representatives have received access to such books and records, except for facilities, equipment, Contracts and other assets of the representations Company and warranties contained in Section 5, its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company has made, and neither Parent nor Merger Sub or any other Personmember of the Parent Group has relied upon, makes any express or implied representation or warranty with respect to the Company, Company or any of its subsidiaries Subsidiaries or with respect to any other information provided to Parent or Merger Sub or any of their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions Affiliates or prospects other Representatives in connection with the transactions contemplated by this Agreement including the accuracy or completeness or currency thereof other than the representations and warranties contained in Article III (but specifically excluding as qualified by the Credit AgreementCompany Disclosure Schedule and the Company SEC Documents to the extent provided herein), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without Without limiting the foregoing disclaimerforegoing, each Buyer of Parent and Merger Sub acknowledges and agreesagrees that, on behalf of itself except for any remedies available under this Agreement with respect to the representations and its Affiliates, that warranties expressly set forth in Article III (as qualified by the Company Disclosure Schedule and the Company SEC Documents to the extent provided herein) neither the Company nor any other PersonPerson will have or be subject to any liability or other obligation to Parent, makes Merger Sub or has their Representatives or Affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or Affiliates, including any representation information made available in the electronic data room maintained by or warranty hereunder with respect to, and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (ii) without limiting the representations and warranties made by the Company in Section 5 (or under the Credit Agreement), any information presented to each Buyer or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under the Credit Agreement), neither the Company nor any of its subsidiaries shall have any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its subsidiaries to each Buyer or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course Representatives for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent or Merger Sub or their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement.

No Other Company Representations or Warranties. Each The Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties contained in Section 5, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement (but specifically excluding the Credit Agreement), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, agrees that neither the Company nor any other Person, of its Subsidiaries (as defined in Section 3(a)) makes or has made any representation representations or warranty hereunder warranties with respect toto the transactions contemplated hereby other than those specifically set forth in Section 3 and in any certificate or other Transaction Document delivered by the Company in connection with this Agreement. In connection with the due diligence investigation of the Company by the Buyer and its representatives, the Buyer and its representatives have received from the Company and its representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company and its Subsidiaries and their respective businesses and operations, including information regarding the Prism Acquisition Transaction (as defined in Section 3(a)), the Securities Purchase Agreement, dated as of the date hereof, between the Company and PAR Act III (as defined in the Registration Rights Agreement) and made available to Buyers prior to or contemporaneously with the execution and delivery of this Agreement (the “PAR Act Purchase Agreement”), the Registration Rights Agreement, dated as of the date hereof, between the Company and PAR Act III and made available to Buyers prior to or contemporaneously with the execution and delivery of this Agreement (together with the PAR Act Purchase Agreement, the “PAR Act Transaction Documents”), and each Buyerthe Owl Rock Transaction. The Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, on behalf projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Buyer is familiar, that the Buyer is making its own evaluation of itself the adequacy and its Affiliatesaccuracy of all estimates, hereby disclaims reliance upon (i) any financial projectionprojections, forecastforecasts and other forward-looking information, estimateas well as such business plans, budget or prospect information relating so furnished to the CompanyBuyer (including the reasonableness of the assumptions underlying such estimates, its subsidiaries projections, forecasts, forward-looking information or their respective businessbusiness plans), or (ii) without limiting and that except for the representations and warranties made by the Company in Section 5 (3 and in any certificate or under other Transaction Document delivered by the Credit Company in connection with this Agreement), the Buyer will have no claim against the Company or any information presented of its Subsidiaries, or any of their respective representatives, with respect thereto. Notwithstanding anything to each the contrary herein, nothing in this Agreement shall limit the right of the Buyer or any of its Affiliates or representatives to rely on the representations, warranties, covenants and agreements expressly set forth in the course of their due diligence investigation of the Company, the negotiation of this Agreement and in any certificate or in the course of the transactions contemplated hereby. To the fullest extent permitted other Transaction Document delivered by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under in connection with this Agreement, nor will anything in this Agreement operate to limit any claim by the Credit Agreement), neither the Company nor Buyer or any of its subsidiaries shall have Affiliates for actual and intentional fraud. As used in this Agreement, “Affiliate” of any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon Person means any other representation Person directly or warranty, either express indirectly controlling or implied, included in any information controlled by or statements (under direct or any omissions therefrom) provided or made available by the Company or its subsidiaries to each Buyer or its Affiliates or representatives in the course of their due diligence investigation indirect common control with such Person as of the Companydate which, or at any time during the period for which, the negotiation determination of affiliation is being made. For purposes of this Agreement or definition, “control,” when used with respect to any Person, has the meaning specified in Rule 12b-2 under the course of 1934 Act; and the transactions contemplated by this Agreementterms “controlling” and “controlled” have meanings correlative to the foregoing.

No Other Company Representations or Warranties. Each Such Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties contained in Section 5, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement (but specifically excluding the Credit Agreement), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, agrees that neither the Company nor any other Person, of its Subsidiaries makes or has made any representation representations or warranty hereunder warranties with respect toto the transactions contemplated hereby other than those specifically set forth in Section 3. In connection with the due diligence investigation of the Company by such Buyer and its representatives, such Buyer and its representatives have received and may continue to receive from the Company and its representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company and its Subsidiaries and their respective businesses and operations. Such Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which such Buyer is familiar, that such Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to such Buyer (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (ii) without limiting that except for the representations and warranties made by the Company in Section 5 (3 and in any certificate or under other Transaction Document delivered by the Credit Company in connection with this Agreement), any information presented to each such Buyer will have no claim against the Company or any of its Affiliates Subsidiaries, or representatives in the course any of their due diligence investigation respective representatives, with respect thereto. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, other than the Company’s representations and warranties set forth in Section 3(s)(iii), Section 3(dd) and Section 3(gg) and the Company’s covenant set forth in Section 4(h), such Buyer acknowledges that none of the Company, any of its affiliates or any other Person on behalf of the negotiation Company or otherwise makes or has made any representation or warranty in respect of (i) the Current Proceedings and (ii) any conduct, statements or actions of any member of the Founder Group (as defined in Section 3(a)) in any capacity. Notwithstanding anything to the contrary in this Agreement or in the course of the transactions contemplated hereby. To the fullest extent permitted by applicable lawany Transaction Document, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under the Credit Agreement), neither the Company nor any of its subsidiaries shall have any liability with respect to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its subsidiaries to each Buyer or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course term “affiliate” shall not include any member of the transactions contemplated by this AgreementFounder Group.

No Other Company Representations or Warranties. Each Buyer hereby acknowledges and agrees, on behalf of itself and its Affiliates, that, agree that except for the representations and warranties set forth in Article II and Article III, none of Seller, the Company, any Company Subsidiary, nor any of their respective Affiliates or Representatives or any other Person, has made or is making any other express or implied representation or warranty with respect to Seller, the Company or any Company Subsidiary or their respective business or operations. 4.9 Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company and the Company Subsidiaries by Buyer and its Affiliates and Representatives, Buyer and its Affiliates and Representatives have received and may continue to receive after the date hereof from Seller, the Company and their respective Affiliates and Representatives certain estimates, projections, forecasts and other forward-looking information regarding Seller, the Company and the Business. Buyer hereby acknowledges and agrees that: (a) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Buyer is familiar; (b) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to Buyer or its Affiliates and Representatives (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans); and (c) except in the case of Fraud and except to the extent of any breach of any of the representations and warranties made by Seller or the Company and contained in this Agreement, Buyer hereby waives any claim against Seller, the Company or any Company Subsidiaries, or any of their respective Affiliates or Representatives with respect to any information described in this Section 54.9. Accordingly, neither Buyer hereby acknowledges and agrees that none of Seller, the Company nor any other PersonCompany Subsidiaries, makes nor any of their respective Affiliates or Representatives, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts or forward-looking statements (including the Companyreasonableness of the assumptions underlying such estimates, its subsidiaries projections, forecasts or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement (but specifically excluding the Credit Agreement), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or has made any representation or warranty hereunder with respect to, and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (iforward-looking statements) any financial projection, forecast, estimate, budget or prospect information relating except to the Company, its subsidiaries or their respective business, or (ii) without limiting extent set forth in the representations and warranties made by the Company Seller in Section 5 (or under the Credit Agreement), any information presented to each Buyer or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation Article II and Article III of this Agreement or in the course of the transactions contemplated herebyAgreement. To the fullest extent permitted by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under the Credit Agreement), neither the Company nor any of its subsidiaries shall have any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its subsidiaries to each Buyer or 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 by this Agreement.ARTICLE V.

No Other Company Representations or Warranties. Each The Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties contained in Section 5, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement (but specifically excluding the Credit Agreement), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, agrees that neither the Company nor any other Person, of its Subsidiaries makes or has made any representation representations or warranty hereunder warranties with respect toto the transactions contemplated hereby other than those specifically set forth in Section 3 and in any certificate or other Transaction Document delivered by the Company in connection with this Agreement. In connection with the due diligence investigation of the Company by the Buyer and its representatives, the Buyer and its representatives have received and may continue to receive from the Company and its representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company and its Subsidiaries and their respective businesses and operations. The Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Buyer is familiar, that the Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to the Buyer (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (ii) without limiting that except for the representations and warranties made by the Company in Section 5 (3 and in any certificate or under other Transaction Document delivered by the Credit Company in connection with this Agreement), the Buyer will have no claim against the Company or any information presented of its Subsidiaries, or any of their respective representatives, with respect thereto. Notwithstanding anything to each the contrary herein, nothing in this Agreement shall limit the right of the Buyer or any of its Affiliates or representatives to rely on the representations, warranties, covenants and agreements expressly set forth in the course of their due diligence investigation of the Company, the negotiation of this Agreement and in any certificate or in the course of the transactions contemplated hereby. To the fullest extent permitted other Transaction Document delivered by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under in connection with this Agreement, nor will anything in this Agreement operate to limit any claim by the Credit Agreement), neither the Company nor Buyer or any of its subsidiaries shall have Affiliates for actual and intentional fraud. As used in this Agreement, “Affiliate” of any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon Person means any other representation Person directly or warrantyindirectly controlling or controlled by or under direct or indirect common control with such Person as of the date which, either express or impliedat any time during the period for which, included in the determination of affiliation is being made; provided that, with respect to Buyer, an Affiliate shall expressly include any information or statements (Affiliate of Xxx Xxxxxx or any omissions therefrom) provided or made available by the Company or its subsidiaries to each Buyer or its Affiliates or representatives in the course Affiliate of their due diligence investigation of the CompanyAct III Holdings, the negotiation LLC. For purposes of this Agreement or definition, “control,” when used with respect to any Person, has the meaning specified in Rule 12b-2 under the course of Exchange Act; and the transactions contemplated by this Agreementterms “controlling” and “controlled” have meanings correlative to the foregoing.

No Other Company Representations or Warranties. Each Such Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties contained in Section 5, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement (but specifically excluding the Credit Agreement), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, agrees that neither the Company nor any other Person, of its Subsidiaries makes or has made any representation representations or warranty hereunder warranties with respect toto the transactions contemplated hereby other than those specifically set forth in Section 3. In connection with the due diligence investigation of the Company by such Buyer and its representatives, such Buyer and its representatives have received and may continue to receive from the Company and its representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company and its Subsidiaries and their respective businesses and operations. Such Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which such Buyer is familiar, that such Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to such Buyer (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (ii) without limiting that except for the representations and warranties made by the Company in Section 5 3 and in any certificate or other Transaction Document delivered by the Company in connection with this Agreement, the Company makes no representation or warranty with respect to (i) any matters relating to the Company, its business, financial condition, results of operations, prospects or otherwise, (ii) any projections, estimates or budgets delivered or made available to such Buyer (or under the Credit Agreementany of its officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries, (iii) the future business and operations of the Company and its Subsidiaries, and such Buyer has not relied on or been induced by such information presented or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3 or (iv) IAA, Inc., the Merger Agreement or the transactions contemplated thereby, and such Buyer will have no claim against the Company or any of its Subsidiaries, or any of their respective representatives, with respect thereto. Such Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3, (i) no person has been authorized by the Company to each make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by such Buyer as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to such Buyer or any of its Affiliates representatives are not and shall not be deemed to be or representatives in the course of their due diligence investigation include representations or warranties of the Company. As used in this Agreement, the negotiation "Merger Agreement" means that certain Agreement and Plan of this Agreement or in the course Merger and Reorganization, dated as of the transactions contemplated hereby. To the fullest extent permitted November 7, 2022, by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under the Credit Agreement), neither the Company nor any of its subsidiaries shall have any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its subsidiaries to each Buyer or its Affiliates or representatives in the course of their due diligence investigation of among the Company, Rxxxxxx Bros. Holdings, Inc., a Washington corporation, Impala Merger Sub I, LLC, a Delaware limited liability company, Impala Merger Sub II, LLC, a Delaware limited liability company, and IAA, Inc., a Delaware corporation, as amended by the negotiation of this Agreement or in the course of the transactions contemplated by this AgreementMerger Amendment (as defined below).

No Other Company Representations or Warranties. Each The Buyer acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties contained in Section 5, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects in connection with this Agreement (but specifically excluding the Credit Agreement), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, each Buyer acknowledges and agrees, on behalf of itself and its Affiliates, agrees that neither the Company nor any other Person, of its Subsidiaries (as defined in Section 3(a)) makes or has made any representation representations or warranty hereunder warranties with respect toto the transactions contemplated hereby other than those specifically set forth in Section 3 and in any certificate or other Transaction Document delivered by the Company in connection with this Agreement. In connection with the due diligence investigation of the Company by the Buyer and its representatives, the Buyer and its representatives have received from the Company and its representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company and its Subsidiaries and their respective businesses and operations, including information regarding the XXX Acquisition Transaction and the TASK Acquisition Transaction (each as defined in Section 3(a)). The Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which the Buyer is familiar, that the Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to the Buyer (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and each Buyer, on behalf of itself and its Affiliates, hereby disclaims reliance upon (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its subsidiaries or their respective business, or (ii) without limiting that except for the representations and warranties made by the Company in Section 5 (3 and in any certificate or under other Transaction Document delivered by the Credit Company in connection with this Agreement), the Buyer will have no claim against the Company or any information presented of its Subsidiaries, or any of their respective representatives, with respect thereto. Notwithstanding anything to each the contrary herein, nothing in this Agreement shall limit the right of the Buyer or any of its Affiliates or representatives to rely on the representations, warranties, covenants and agreements expressly set forth in the course of their due diligence investigation of the Company, the negotiation of this Agreement and in any certificate or in the course of the transactions contemplated hereby. To the fullest extent permitted other Transaction Document delivered by applicable law, without limiting the representations and warranties contained in Section 5 (and the representations and warranties of the Company under in connection with this Agreement, nor will anything in this Agreement operate to limit any claim by the Credit Agreement), neither the Company nor Buyer or any of its subsidiaries shall have Affiliates for actual and intentional fraud. As used in this Agreement, “Affiliate” of any liability to each Buyer or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon Person means any other representation Person directly or warrantyindirectly controlling or controlled by or under direct or indirect common control with such Person, either express including, without limitation, any investment fund or impliedregistered investment company that is controlled by one or more investment advisers of, included in any information or statements (or any omissions therefrom) provided or made available by shares the Company or its subsidiaries to each Buyer or its Affiliates or representatives in the course of their due diligence investigation same investment adviser with, such Person, as of the Companydate which, or at any time during the period for which, the negotiation determination of affiliation is being made. For purposes of this Agreement or definition, “control,” when used with respect to any Person, has the meaning specified in Rule 12b-2 under the course of 1934 Act; and the transactions contemplated by this Agreementterms “controlling” and “controlled” have meanings correlative to the foregoing.