Common use of No Other Representations or Warranties Clause in Contracts

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

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified and the certificate delivered by the Company Disclosure Letterpursuant to Section 6.02(a), none of neither the Company, Company nor any of its affiliates or Subsidiaries, nor any other Person on behalf of the Company makes Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (and there is and has been no reliance by financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective affiliatesRepresentatives or Affiliates of any documentation, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives forecasts or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or other information with respect to any other information providedone or more of the foregoing, or made available, to Parent, and each of Parent and Merger Sub or their respective Representatives or affiliates in connection with acknowledges the Transactionsforegoing. In particular, including the accuracy or completeness thereof. Without and without limiting the generality of the foregoing, except for the representations and warranties expressly made by the Company in this Article III and the certificate delivered by the Company pursuant to Section 6.02(a), neither the Company nor any other Person will have makes or be subject to has made any liability express or other obligation implied representation or warranty to Parent, Merger Sub or any of their respective Representatives or affiliates Affiliates with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any other Person resulting from Parent’s, Merger Sub’s of its Subsidiaries or their Representatives’ respective businesses or affiliates’ use of (ii) any informationoral, documents, projections, forecasts written or other material made available information presented or provided to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or Affiliates in any other form in connection with the course of their due diligence investigation of the Company and its Subsidiaries, the negotiation of this Agreement or the course of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

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

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

No Other Representations or Warranties. Except for the representations and warranties made by Parent and Merger Sub in this Article IV or the certificate delivered pursuant to Section 7.3(c), neither Parent nor Merger Sub (nor any other person on their behalf) makes or has made any other express or implied representation or warranty with respect to Parent, Merger Sub or their Subsidiaries or affiliates or their respective business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, or with respect to any estimates, projections, forecasts and other forward-looking information or business or strategic plan information regarding Parent, Merger Sub and their Subsidiaries, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to this Agreement or any financial statements, including projections, estimates, forecasts or other forward-looking information) provided (including in any management presentations, information or descriptive memorandum, “data rooms” maintained by Parent, Merger Sub or their Representatives, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Company or any of its affiliates, stockholders or Representatives (in any form or through any medium). In particular, and without limiting the generality of the foregoing, except as expressly set forth in this Article III (as qualified by IV or the Company Disclosure Lettercertificate delivered pursuant to Section 7.3(c), none of the Company, any of its affiliates or neither Parent nor Merger Sub (nor any other Person person on behalf of the Company their behalf) makes or has made any express or implied representation or warranty to Company or any of its Representatives with respect to (and there is and has been no reliance by a) any financial projection, forecast, estimate, budget or prospect information relating to Parent, Merger Sub or Sub, any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect (b) any oral or written information presented to Company or any other information provided, or made available, to Parent, Merger Sub or their of its respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or course of their Representatives or affiliates or any other Person resulting from Parent’s, due diligence investigation of Parent and Merger Sub’s , the negotiation of this Agreement or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)transactions related hereto.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made in this Article III (5, as qualified by the Company Parent Disclosure Letter)Schedule, none of the Companyor any certificate delivered pursuant to this Agreement, any of its affiliates or neither Parent, Merger Sub nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement, the Merger or the transactions contemplated hereby, and there is and has been no reliance Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly provided in this Article 5, as qualified by the Parent Disclosure Schedule, or any certificate delivered pursuant to this Agreement, neither Parent, Merger Sub nor any other Person makes or has made any representation or warranty to Company or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives its Affiliates or authorized agents on any such representation or warranty) Representatives with respect to the Company(i) any financial projection, the Company forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses businesses; or with respect (ii) any oral or written information presented to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s of its Affiliates or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf negotiation of Parent, Merger Sub or their respective Representatives this Agreement or in any other form in connection with the Transactions, unless and to course of the extent any such information is expressly included in a representation Merger or warranty contained in this Article III (as qualified by the Company Disclosure Letter)transactions contemplated hereby.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made in this Article III (4, as qualified by the Company Disclosure Letter)Schedule, none of or any certificate delivered pursuant to this Agreement, neither the Company, any of its affiliates or Company nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or its Subsidiaries or their respective businesses businesses, operations, assets, liabilities or with respect to any other information provided, conditions (financial or made available, to Parent, Merger Sub or their respective Representatives or affiliates otherwise) in connection with this Agreement, the TransactionsMerger or the transactions contemplated hereby, including and the accuracy Company hereby disclaims any such other representations or completeness thereofwarranties. Without In particular, without limiting the foregoingforegoing disclaimer, except as expressly provided in this Article 4, as qualified by the Company Disclosure Schedule, or any certificate delivered pursuant to this Agreement, neither the Company nor any other Person will have makes or be subject has made any representation or warranty to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates Parent or any other Person resulting from Parent’sof its Affiliates or Representatives with respect to (i) any financial projection, Merger Sub’s forecast, estimate, budget or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available prospect information relating to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes or any of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub its Subsidiaries or their respective business; or (ii) any oral or written information presented to Parent or any of its Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in any other form in connection with the Transactions, unless and to course of the extent any such information is expressly included in a representation Merger or warranty contained in this Article III (as qualified by the Company Disclosure Letter)transactions contemplated hereby.

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

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by IV, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (and there is and has been no reliance by financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective affiliatesRepresentatives or Affiliates of any documentation, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives forecasts or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or other information with respect to any other information providedone or more of the foregoing, or made available, to Parent, and each of Parent and Merger Sub or their respective Representatives or affiliates in connection with acknowledge the Transactionsforegoing. In particular, including and without limiting the accuracy or completeness thereof. Without limiting generality of the foregoing, neither the Company nor any other Person will have makes or be subject to has made any liability express or other obligation implied representation or warranty to Parent, Merger Sub or any of their respective Representatives or affiliates Affiliates with respect to (a) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any other Person resulting from Parent’s, Merger Sub’s of its Subsidiaries or their Representatives’ respective businesses, (b) any judgment based on actuarial principles, practices or affiliates’ use analyses by any Person or as to the future satisfaction or outcome of any informationassumption, documents(c) whether (i) reserves for losses (including incurred but not reported losses, projectionsloss adjustment expenses whether allocated or unallocated, forecasts unearned premium or other material uncollectible reinsurance) (A) will be sufficient or adequate for the purposes for which they were established or (B) may not develop adversely or (ii) the reinsurance recoverables taken into account in determining the amount of such reserves for losses will be collectible, or (d) except for the representations and warranties made available by the Company in this Article IV, any oral or written information presented to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or Affiliates in any other form in connection with the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

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

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by Section 5.1, neither the Company Disclosure Letter), none of the Company, nor any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company or any its Subsidiaries or their respective businesses, operations, properties, assets, liabilities or condition (financial or otherwise). Neither the Company nor any Person on behalf of the Company makes any express or implied representation or warranty with respect to any estimates, projections, forecasts and there is other forward-looking information or business and has been no reliance by strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective affiliatesRepresentatives of any documentation, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives forecasts or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or other information with respect to any one or more of the foregoing, and, except for the representations and warranties of the Company in this Section 5.1, any other information provided, provided or made available, available to Parent, Parent or Merger Sub or their respective Representatives or affiliates in connection with the Transactions, Merger or the other transactions contemplated by this Agreement (including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts forecasts, estimates, predictions or other material made available to Parent, Merger Sub Parent or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives in “data rooms,” management presentations or due diligence sessions in any expectation of the Merger or the other form in connection with transactions contemplated by this Agreement), and each of Parent and Merger Sub acknowledge the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)foregoing.

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

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

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

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

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by Acquiror and Merger Sub in this Article III (as qualified by the Company Disclosure Letter)4, none of the Companyneither Acquiror, any of its affiliates or Merger Sub nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to Acquiror, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and there is Acquiror and has been no reliance by ParentMerger Sub hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except as expressly set forth herein neither Acquiror, Merger Sub nor any other Person makes or has made any representation or warranty to the Company or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, its Affiliates or representatives or authorized agents on any such representation or warranty) with respect to: (i) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyAcquiror, the Company any of its Subsidiaries or their respective businesses businesses; or with respect to any other information provided, or (ii) except for the representations and warranties made available, to Parent, by Acquiror and Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by 4, any oral or written information presented to the Company Disclosure Letter)or any of its Affiliates or representatives in the course of their due diligence investigation of Acquiror and Merger Sub, the negotiation of this Agreement or in the course of the transactions contemplated hereby.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made in this Article III (as qualified by III, the Company Disclosure Letter)Letter or any certificate delivered pursuant to this Agreement, none of neither the Company, any of its affiliates or Company nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or its Subsidiaries or their respective businesses businesses, operations, assets, liabilities or with respect to any other information provided, conditions (financial or made available, to Parent, Merger Sub or their respective Representatives or affiliates otherwise) in connection with this Agreement, the TransactionsMerger, including and the accuracy Company hereby disclaims any such other representations or completeness thereofwarranties. Without In particular, without limiting the foregoingforegoing disclaimer, except as expressly provided in this Article III, the Company Disclosure Letter or any certificate delivered pursuant to this Agreement, neither the Company nor any other Person will have makes or be subject has made any representation or warranty to the Buyer or any liability or other obligation to Parent, Merger Sub or their Representatives or of its affiliates or representatives with respect to (i) any other Person resulting from Parent’sfinancial projection, Merger Sub’s forecast, estimate, budget or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available prospect information relating to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes or any of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub its Subsidiaries or their respective Representatives businesses; or in any other form in connection with (ii) except for the Transactions, unless representations and to the extent any such information is expressly included in a representation or warranty contained warranties made in this Article III (as qualified by III, the Company Disclosure Letter)Letter or any certificate delivered pursuant to this Agreement, any oral or written information presented to 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 Merger or the other transactions contemplated by this Agreement.

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

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

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by Parent in this Article III (as qualified by the Company Disclosure Letter)V, none of Parent, Holdco, the Company, any of its affiliates Merger Subs or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by with respect to Parent, Holdco or the Merger Sub Subs or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Affiliates or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or of their respective businesses businesses, operations, assets, liabilities, conditions (financial or with respect to any other information provided, otherwise) or made available, to Parent, Merger Sub or their respective Representatives or affiliates prospects in connection with this Agreement or the Transactions, including and each of Parent, Holdco and the accuracy Merger Subs hereby disclaims any such other representations or completeness thereofwarranties. Without In particular, without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to none of Parent, Holdco, the Merger Sub or their Representatives or affiliates Subs or any other Person resulting from makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to Parent’s, any of its Affiliates or any of their respective businesses, or (b) any oral or, except for the representations and warranties made by Parent, Holdco or the Merger Sub’s or their Representatives’ or affiliates’ use of any informationSubs in this Article V, documents, projections, forecasts or other material written information made available to the Company or any of its Affiliates or Representatives in the course of their evaluation of Parent, Merger Sub the negotiation of this Agreement or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of the Transactions. Notwithstanding the foregoing, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained nothing in this Article III (as qualified by Section 5.13 shall limit the Company Disclosure Letter)Company’s remedies with respect to claims of fraud or intentional or willful misrepresentation.

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth in this Article III (as qualified by IV, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes makes, or has made (and the Company, on behalf of itself, each Company Subsidiary, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses any Company Subsidiary or with respect to the accuracy or completeness of any other information provided, or made available, to Parent, Merger Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, and Parent and Merger Sub and their respective Representatives are not relying on any representation, warranty or affiliates other information of the Company or any Person except for those expressly set forth in connection with Article IV. Except for the Transactionsrepresentations and warranties set forth in Section 4.06(b), including the accuracy or completeness thereof. Without limiting the foregoingSection 4.06(c) and Section 4.06(d), neither the Company nor any Company Subsidiary or any other Person will have makes (and the Company, on behalf of itself, each Company Subsidiary, and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty (including as to completeness or accuracy) to Parent or Merger Sub with respect to, and neither the Company nor any of Company Subsidiary or any other Person shall be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’sfrom, Merger Sub’s the Company or any Company Subsidiary or their Representatives’ respective Representatives providing, or affiliates’ use of any informationmaking available, documents, projections, forecasts or other material made available to Parent, Merger Sub or any of their Representatives Affiliates or affiliatestheir respective Representatives, or resulting from the omission of, any financial estimate, financial projection, financial prediction, financial data, financial information, or any memorandum, presentation or any other materials or information relating to the foregoing, including any materials or information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Parent and/or its Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified presentations by the Company Disclosure Letter)Company’s management or information made available on any “data sites”.

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

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth contained in this Article III (as qualified by Agreement or the Stockholders’ Agreements, each of Purchaser and Merger Sub acknowledges that neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes has made or is making any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company any of its Subsidiaries or their respective businesses businesses, or with respect to any other information provided, or made available, provided to Parent, Purchaser or Merger Sub or any of their respective Representatives Representatives. Except with respect to information provided or affiliates confirmed by the Company or any Company Subsidiary expressly for inclusion in connection the Parent Shareholders Circular in accordance with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoingSection 3.29, neither the Company nor any other Person will have or be subject to any liability or other indemnification obligation to Parent, Purchaser or Merger Sub or their Representatives or affiliates or or, insofar as the parties are concerned, any other Person resulting from the distribution to Parent’s, Purchaser or Merger Sub’s Sub of, or their Representatives’ use by Parent, Purchaser or affiliates’ use of Merger Sub of, any such information, including without limitation any information, documents, projections, forecasts or other material made available to Parent, Purchaser or Merger Sub or any of their Representatives in a “data room” or affiliates, including any information made available in the electronic “virtual data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materialsroom”, confidential information memoranda, memoranda or management presentations, functional “break-out” discussions, responses to questions submitted on behalf presentations in expectation of Parent, Merger Sub the transactions contemplated by this Agreement or their respective Representatives or in any other form in connection with the Transactionsotherwise, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in this Article III (as qualified Agreement, in the Company Disclosure Schedules or in a certificate delivered by the Company Disclosure Letter)in connection with the Closing or in the Stockholders’ Agreements.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Company and Flagstone Bermuda in this Article III (as qualified by III, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (and there is and has been no reliance by financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective affiliatesRepresentatives of any documentation, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives forecasts or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or other information with respect to any other information providedone or more of the foregoing (except as and to the extent expressly incorporated or referred to in the representations and warranties set forth in this Article III), or made available, to Parent, and each of Parent and Merger Sub or their respective Representatives or affiliates in connection with acknowledge the Transactionsforegoing. In particular, including and without limiting the accuracy or completeness thereof. Without limiting generality of the foregoing, neither the Company nor any other Person will have makes or be subject to has made any liability express or other obligation implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or affiliates or prospect information relating to the Company, any other Person resulting from Parent’s, Merger Sub’s of its Subsidiaries or their Representatives’ respective businesses, (b) any judgment based on actuarial principles, practices or affiliates’ use analyses by any Person or as to the future satisfaction or outcome of any informationassumption or otherwise concerning reserves for losses, documentsloss adjustment expenses or uncollectible reinsurance or (c) except for the representations and warranties made by the Company and Flagstone Bermuda in this Article III and the documents and other information expressly incorporated or referenced therein and any certificates given pursuant hereto, projections, forecasts any oral or other material made available written information presented to Parent, Merger Sub or any of their respective Representatives or affiliates, including any information made available in the electronic data room maintained by course of their due diligence investigation of the Company for purposes Company, the negotiation of this Agreement or the course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

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

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

No Other Representations or Warranties. Except Match acknowledges and agrees, on behalf of itself and all members of the Match Group, that, except for the representations and warranties expressly set forth contained in this Article III (as qualified by V and any representations and warranties of IAC contained in the Company Disclosure Letter)Ancillary Agreements, none no member of the Company, any of its affiliates or IAC Group nor any other Person on behalf makes, and neither Match nor any member of the Company makes Match Group is relying on, any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) , express or implied, with respect to the Companymembers of the IAC Group, the Company Subsidiaries or their respective businesses or with respect to any other information providedfurnished, disclosed or otherwise made available, available to Parent, Merger Sub Match or any of its Representatives in the course of their respective Representatives due diligence investigation of IAC’s businesses and the negotiation of this Agreement or affiliates otherwise in connection with the Transactions, Transactions (including as to the accuracy or and completeness thereof). Without limiting Match acknowledges and agrees that, except pursuant to the foregoingterms and conditions of this Agreement and the other Transaction Documents, neither the Company IAC nor any other Person will have or shall be subject to any liability Liability or responsibility whatsoever to Match or any of the Match Affiliates or any of its stockholders, controlling Persons or Representatives on any basis (including in contract or tort, under securities Laws or otherwise) resulting from or based upon IAC’s furnishing, disclosing or otherwise making available in connection with this Agreement and the transactions contemplated hereby any information, documents or material in any form to Match or the Match Affiliates, stockholders, controlling Persons or Representatives, including in any data room or management presentations (formal or informal) and including any financial statements and any projections, forecasts, budgets, estimates or other obligation to Parentforward-looking information, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ the use of any such information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except (a) Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties (including the Schedules with respect thereto) made by Seller and expressly set forth in Section 2.1 of this Article III (Agreement, neither Seller nor any representative of Seller has made and will not be construed as qualified by the Company Disclosure Letter)having made to Parent or Purchaser or to any of their respective representatives, and none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub Purchaser or any of their respective affiliatesrepresentatives have relied upon, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) warranty of any kind. Without limiting, the generality of the foregoing, and notwithstanding any express representation and warranty made by Seller in Section 2.1 hereof, each of Parent and Purchaser agrees that neither Seller nor any representative of Seller makes or has made any representation or warranty to the Parent or Purchaser or to any of their respective representatives with respect to any estimates, projections and other forecasts relating to the Company, Cinagro Shares or the Company Subsidiaries or their respective businesses or Shares, and plan and budget information with respect thereto or, except to the extent and as expressly covered by a representation and warranty of Seller contained in Section 2.1 hereof, with respect to any other information providedstatements, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability documents or other obligation information heretofore or hereafter delivered 24 25 to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub Parent or their Representatives Purchaser or affiliates, including to any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives representatives and that neither Parent nor Purchaser will assert any claim against Seller or in any other form in connection with the Transactionsof its directors, unless and to the extent officers, employees, agents, stockholders, or representatives, or hold Seller or any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)persons liable with respect thereto.

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

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

No Other Representations or Warranties. Except Each of Parent and Merger Sub acknowledge and agree that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Company, the transactions contemplated by this Agreement and any other assets, rights or obligations to be transferred hereunder or pursuant hereto, and the Company’s customers and the effects on the Company’s business resulting from the transactions contemplated hereby (including the identity of Parent) and (ii) has been furnished with, or given adequate access to, such information about the Company, and any other assets, rights or obligations to be transferred hereunder or pursuant hereto, as it has requested. Each of Parent and Merger Sub further acknowledge and agree that (a) the only representations and warranties, express or implied, made by the Company regarding the subject matter of this Agreement are the representations and warranties made in Article IV hereof (and any certificate or other agreement or documents delivered by the Company in connection with the transactions contemplated hereby, including the Allocation Statement), and (b) Parent and Merger Sub have not relied upon any other express or implied representations or warranties or other information regarding the subject matter of this Agreement, including any projections or any information provided by or through their bankers or other Representatives, including information provided in management presentations, data rooms or other due diligence information not expressly covered by the representations and warranties referenced in the preceding clause (a), except for the representations and warranties expressly set forth contained in this Article III IV hereto (as qualified and any certificate delivered by the Company Disclosure Letter), none of the Company, any of its affiliates hereunder or any other Person on behalf of agreement or documents delivered by the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure LetterAllocation Statement).

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

No Other Representations or Warranties. (a) Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by and in the certificate required to be delivered pursuant to Section 6.02(d), neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and there is other forward-looking information or business and has been no reliance by strategic plan information regarding the Company and its Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective affiliatesRepresentatives of any documentation, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives forecasts or authorized agents on other information (in any such representation form or warrantythrough any medium) with respect to any one or more of the Companyforegoing, and each of Parent and Merger Sub acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for any applicable representations and warranties made by the Company Subsidiaries or their respective businesses or with respect in this Article III and in the certificate required to any other information provided, or made available, be delivered pursuant to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoingSection 6.02(d), neither the Company nor any other Person will have makes or be subject to has made any liability express or other obligation implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (i) any financial projection, forecast, estimate, budget or affiliates or prospect information relating to the Company, any other Person resulting from Parent’s, Merger Sub’s of its Subsidiaries or their Representatives’ respective businesses or affiliates’ use of (ii) any informationoral, documentswritten, projectionsvideo, forecasts electronic or other material made available information presented to Parent, Merger Sub or any of their respective Representatives or affiliates, including any information made available in the electronic data room maintained by course of their due diligence investigation of the Company for purposes Company, the negotiation of this Agreement or the course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

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

No Other Representations or Warranties. Except for (a) Purchaser acknowledges that (i) none of Seller, the representations Company Group or any of their respective Affiliates has made any representation or warranty, expressed or implied, as to the Interests, the Business, Seller, the Company Group, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Interests, the Business, Seller, or the Company Group furnished or made available to Purchaser and warranties its Affiliates and Representatives, except as expressly set forth in Article III or in any certificate delivered hereunder or any other Ancillary Document, (ii) Purchaser has not relied on any representation or warranty from Seller, the Company Group or any of their respective Affiliates in determining to enter into this Agreement, except as expressly set forth in this Agreement or in any certificate delivered hereunder or any other Ancillary Document, and (iii) except as expressly set forth in Article III (as qualified by the Company Disclosure Letter)or in any certificate delivered hereunder or any other Ancillary Document, none of the CompanySeller, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub Group or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will Affiliates shall have or be subject to any liability or other obligation Liability to Parent, Merger Sub or their Representatives or affiliates Purchaser or any other Person of its Affiliates or Representatives resulting from Parent’sthe distribution to Purchaser or its Affiliates or Representatives, Merger Subor Purchaser’s or their its Affiliates’ or Representatives’ or affiliates’ use of of, any such information, including any information, documents, projections, forecasts documents or other material made available to Parent, Merger Sub Purchaser or their its Affiliates or Representatives or affiliates, including in any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memorandaData Room, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives presentations or in any other form in connection with expectation of or negotiation of this Agreement and the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).transactions contemplated hereby. 116

No Other Representations or Warranties. Except for Each Parent Party, acknowledges that, except as provided in Article 3 or in the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)other Transaction Agreements, none of the Company, any of its affiliates Company Stockholder, any Equity Award Holder or any other Person on behalf of the Company makes their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or Representatives has made, or is making, any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub of any nature whatsoever to any Parent Party or any of their respective affiliatesAffiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to any Parent Party. Without limiting the generality of the foregoing, each Parent Party acknowledges that none of the Company, any Company Stockholder, any Equity Award Holder or any of their respective Affiliates, nor any of their respective directors, officers, directors, employees, accountantsstockholders, consultantspartners, legal counsel, investment bankers, advisors, representatives members or authorized agents on Representatives makes any such representation or warrantywarranty with respect to (i) any projections, estimates or budgets delivered to or made available to any Parent Party or their respective Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to any Parent Party or their respective Affiliates or Representatives with respect to the Company, the Company and its Subsidiaries or their respective businesses or with respect operations (including as to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is or documents), except as expressly included set forth in a representation Article 3 or warranty contained in this Article III (as qualified by the Company Disclosure Letter)other Transaction Agreements.

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

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

No Other Representations or Warranties. (a) Except for the representations and warranties expressly as set forth in this Article III (as qualified by Agreement and the Company Disclosure Letter)other Transaction Documents, none of the CompanySeller, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub Affiliates or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, employees or representatives make or authorized agents on have made any such other representation or warranty) with , express or implied, at law or in equity, in respect to of the Company, the Subsidiaries, the Business, the Subsidiary Interests, the Satellite Interests, the Membership Interests or any of the assets, Liabilities or operations of the Company Subsidiaries or their respective businesses or and the Subsidiaries, including with respect to (i) merchantability or fitness for any particular purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other information providedthan as used and operated by the Seller, the Company and the Subsidiaries or (iii) the probable success or profitability of the Business after the Closing, and (b) other than the indemnification obligations of the Seller set forth in Articles VII and IX, none of the Seller, its Affiliates, or made available, to Parent, Merger Sub or any of their respective Representatives officers, directors, employees or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person representatives will have or be subject to any liability or other indemnification obligation to Parent, Merger Sub the Purchaser or their Representatives or affiliates or to any other Person resulting from Parent’sthe distribution to the Purchaser, Merger Subits Affiliates or representatives of, or the Purchaser’s or their Representatives’ or affiliates’ use of of, any information relating to the Business, including any information, documents, projections, forecasts documents or other material materials made available to Parent, Merger Sub the Purchaser or its Affiliates or their Representatives respective officers, directors, employees or affiliatesrepresentatives, including any information made available whether orally or in the electronic writing, in certain “data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Purchaser or their respective Representatives its Affiliates or in any other form in expectation of or in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in transactions contemplated by this Article III (as qualified by the Company Disclosure Letter)Agreement.

No Other Representations or Warranties. Except (a) Each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties (including the Schedules with respect thereto) made by Seller and expressly set forth in Section 2.1 of this Article III (Agreement, neither Seller nor any representative of Seller has made and will not be construed as qualified by the Company Disclosure Letter)having made to Parent or Purchaser or to any of their respective representatives, and none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub Purchaser or any of their respective affiliatesrepresentatives have relied upon, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by Seller in Section 2.1 hereof, each of Parent and Purchaser agrees that neither Seller nor any representative of Seller makes or has made any representation or warranty to the Parent or Purchaser or to any of their respective representatives with respect to any estimates, projections and other forecasts relating to the Company, Cinagro Shares or the Company Subsidiaries or their respective businesses or Shares, and plan and budget information with respect thereto or, except to the extent and as expressly covered by a representation and warranty of Seller contained in Section 2.1 hereof, with respect to any other information providedstatements, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability documents or other obligation information heretofore or hereafter delivered 24 25 to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub Parent or their Representatives Purchaser or affiliates, including to any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives representatives and that neither Parent nor Purchaser will assert any claim against Seller or in any other form in connection with the Transactionsof its directors, unless and to the extent officers, employees, agents, stockholders, or representatives, or hold Seller or any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)persons liable with respect thereto.

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

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

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Seller in this Article III (as qualified IV and in the certificates required to be delivered by the Company Disclosure Letter)Seller under Section 8.03, none no member of the CompanySeller Group nor any other Person makes any other express or implied representation or warranty with respect to the Transferred Entities, the Transferred Interests or the Transferred Czech Assets, or the business, operations, properties, assets, Liabilities, condition (financial or otherwise) or prospects of the Business or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information relating to the Business, notwithstanding the delivery or disclosure to the Purchaser, any of its affiliates Affiliates or any of its and their respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing. In particular, and without limiting the generality of the foregoing, no member of the Seller Group nor any other Person on behalf of the Company makes or has made any express or implied representation or warranty (and there is and has been no reliance by Parentto the Purchaser, Merger Sub any of its Affiliates or any of its and their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyBusiness or (b) except for the representations and warranties made by the Seller in this Article IV and in the certificates required to be delivered by the Seller under Section 8.03, the Company Subsidiaries any oral, written, video, electronic or their respective businesses or with respect to any other information providedpresented to the Purchaser, any of its Affiliates or made available, to Parent, Merger Sub or any of its and their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by course of their due diligence investigation of the Company for purposes Business, the negotiation of this Agreement or the course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

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

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article III Section 3.1 (as qualified modified by the Company Disclosure Letter, as supplemented or amended), none of neither the Company, any of its affiliates or Company nor any other Person on behalf of the Company or any Subsidiary of the Company makes any other express or implied representation or warranty (with respect to the Company or any Subsidiary of the Company or the transactions contemplated by this Agreement and there is any other assets, rights or obligations to be transferred hereunder or pursuant hereto, and has been no reliance the Company disclaims any other representations or warranties, whether made by Parent, Merger Sub the Company or any of their respective affiliatesits Affiliates or its directors, officers, directorsmanagers, employees, accountants, consultants, legal counsel, investment bankers, advisorsattorneys, accountants and other advisors and representatives (such directors, officers, managers, employees, investment bankers, attorneys, accountants and other advisors and representatives, collectively, the “Representatives”). Except for the representations and warranties contained in this Section 3.1 (as modified by the Company Disclosure Letter, as supplemented or authorized agents on any such representation or warranty) with respect to the Companyamended), the Company Subsidiaries hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or their respective businesses or with respect to any other information providedmade, communicated, or made available, furnished (orally or in writing) to Parent, Merger Sub or their respective Affiliates or Representatives (including any opinion, information, projection or affiliates in connection with the Transactionsadvice that may have been or may be provided to Parent or Merger Sub by any director, including the accuracy officer, employee, agent, consultant, or completeness thereof. Without limiting the foregoing, neither Representative of the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty its Affiliates). Notwithstanding anything contained in this Article III (as qualified by Agreement to the contrary, the Company Disclosure Letter)makes no representations or warranties to Parent or Merger Sub regarding any projections or the future or probable profitability, success, business, prospects, opportunities, relationships and operations of the Company and/or its Subsidiaries.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Partnership Parties in this Article III (as qualified by the Company Disclosure Letter)V, none of the Company, any of its affiliates or Partnership Parties nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Partnership Parties or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, and there is and each of the Partnership Parties hereby expressly disclaims any such other representations or warranties. In particular, without limiting the foregoing, none of the Partnership Parties nor any other Person makes or has been no reliance by Parentmade any representation or warranty to the Parent Parties, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Affiliates or authorized agents on any such representation or warranty) Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the CompanyPartnership Parties, the Company Subsidiaries any of their respective Affiliates or any of their respective businesses or with respect (b) any oral or, except for the representations and warranties made by any of the Partnership Parties in this Article V, written information made available to any other information provided, or made available, to Parentthe Parent Parties, Merger Sub or any of their respective Affiliates or Representatives in the course of their evaluation of the Partnership, the negotiation of this Agreement or affiliates in connection with the course of the Transactions, including the accuracy or completeness thereof. Without limiting Notwithstanding the foregoing, neither nothing in this Section 5.13 shall limit the Company nor any other Person will have Parent Parties’ or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s remedies with respect to intentional or their Representatives’ willful misrepresentation of material facts that constitute common law fraud arising from or affiliates’ use of any information, documents, projections, forecasts or other material relating to the express representations and warranties made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained Partnership in this Article III (as qualified by the Company Disclosure Letter).V.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Seller in this Article III (as qualified IV and in the certificates required to be delivered by the Company Disclosure Letter)Seller under Section 8.03, none no member of the CompanySeller Group nor any other Person makes any other express or implied representation or warranty with respect to the Transferred Assets or the Assumed Liabilities or the business, operations, properties, assets, Liabilities, condition (financial or otherwise) or prospects of the Business or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information relating to the Business, notwithstanding the delivery or disclosure to Purchaser, any of its affiliates Affiliates or any of its and their respective Representatives of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing. In particular, and without limiting the generality of the foregoing, no member of the Seller Group nor any other Person on behalf of the Company makes or has made any express or implied representation or warranty (and there is and has been no reliance by Parentto Purchaser, Merger Sub any of its Affiliates or any of its and their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospective information relating to the CompanyBusiness or (b) except for the representations and warranties made by the Seller in this Article IV and in the certificates required to be delivered by the Seller under Section 8.03, the Company Subsidiaries any oral, written, video, electronic or their respective businesses or with respect to any other information providedpresented to Purchaser, any of its Affiliates or made available, to Parent, Merger Sub or any of its and their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by course of their due diligence investigation of the Company for purposes Business, the negotiation of this Agreement or the course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

No Other Representations or Warranties. Except for Each of Parent and Merger Sub acknowledges and agrees that, other than the representations and warranties expressly set forth in this Article III (as qualified by III, neither the Company Disclosure Letter), none of the Company, any of its affiliates or nor any other Person makes, and it is not relying on, any other express or implied representation or warranty on behalf of the Company or any of its Subsidiaries or Affiliates. Without limiting the generality of the foregoing, and notwithstanding the delivery or disclosure to Parent, Merger Sub, or any of their respective Representatives or Affiliates of any documentation or other information by the Company or any of its Subsidiaries or any of its or their Representatives with respect to one or more of the following, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person makes any express or implied representation or warranty on the behalf of the Company or any of its Subsidiaries or Affiliates with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (and there is and has been no reliance by or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereofAffiliates. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).ARTICLE V

No Other Representations or Warranties. Except for the express representations and warranties expressly set forth made by the Company in this Article III (as qualified by 2, neither the Company Disclosure Letter)nor any other Person makes any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company and the Company Subsidiaries, notwithstanding the delivery or disclosure to Parent, Merger Sub or any of their respective directors, officers, employees, consultants, accountants, legal counsel, investment bankers or other financial advisors, agents and other representatives (the “Parent Representatives”) of any documentation, forecasts or other information (in any form or through any medium) with respect to any one or more of the foregoing, and each of Parent and Merger Sub acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, none of the Company, any of its affiliates Subsidiaries or any other Person on behalf of the Company makes is making or has made, and Parent and Merger Sub have no right to rely upon, any express or implied representation or warranty (and there is and has been no reliance by to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) Parent Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Company any of its Subsidiaries or their respective businesses or with respect to (b) except for the representations and warranties made by the Company in this Article 2, any other oral or written information provided, or made available, presented to Parent, Merger Sub or any of their respective Parent Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes course of their due diligence investigation of the TransactionsCompany, teasers, marketing materials, consulting reports the negotiation of this Agreement or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf the course of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in transactions contemplated by this Article III (as qualified by the Company Disclosure Letter)Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in Article 4 or this Article III 5 (as qualified modified by the Company Disclosure LetterSchedules), and except in the event of any Action arising out of, involving or otherwise in respect of Fraud, none of the Company, any Subsidiary of its affiliates the Company, any Seller, any of their respective Affiliates, or any other Person on behalf of the Company their behalf, makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub the Buyers or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, Affiliates or representatives or authorized agents on any such representation or warranty) with respect to the Company, any Subsidiary of the Company Subsidiaries Company, or their respective businesses or with respect to any other information provided, or made available, to Parentthe Buyer Representative, Merger Sub the Buyers or their respective Representatives representatives or affiliates Affiliates in connection with the Contemplated Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parentthe Buyer Representative, Merger Sub the Buyers or their Representatives respective representatives or affiliates Affiliates or any other Person resulting from Parentthe Buyer Representative’s, Merger Sub’s the Buyers’ or their Representativesrespective representatives’ or affiliatesAffiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub the Buyers or their Representatives respective representatives or affiliatesAffiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Contemplated Transactions, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Buyers or their respective Representatives representatives or in any other form in connection with the Contemplated Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in Article 4 or this Article III 5 (as qualified modified by the Company Disclosure Letter)Schedules) and except in the event of any Action arising out of, involving or otherwise in respect of Fraud.

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

No Other Representations or Warranties. Except for the (a) The representations and warranties expressly set forth contained in this Article III (as qualified V are in lieu of and are exclusive of all other representations and warranties by the Company Disclosure Letter), none of the CompanySeller, any of its affiliates Affiliates or any other Person. Buyer acknowledges that none of Seller or any its Affiliates (including the Acquired Companies) or any other Person on behalf of the Company makes has made any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect , expressed or implied, as to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting of any information regarding any of Seller or any of its Affiliates, the foregoingAcquired Companies, neither the Company nor Business, the Shares or the assets or liabilities of the Acquired Companies (including any confidential information memorandum, any supplemental data, any financial projections or forecasts related to any of the Acquired Companies or the Business and any other information, document or material made available or furnished to Buyer or any of its Representatives in any “data room”, management presentations or in any other form in anticipation of any of the Transactions) and none of Seller or any of its Affiliates or any other Person will have or be subject to any liability or other obligation Liability to ParentBuyer, Merger Sub or their any of its Representatives or affiliates or any other Person resulting from Parent’sthe distribution to Buyer or any of its Representatives, Merger Subor Buyer’s or their any of its Representatives’ or affiliates’ use use, of any such information. Buyer further acknowledges that, documentsexcept as expressly set forth in Article V, projectionsthere are no representations or warranties of any kind, forecasts expressed or other material made available implied, with respect to ParentSeller or any of its Affiliates, Merger Sub the Acquired Companies, the Business, the Shares, the assets or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes liabilities of the Transactions, teasers, marketing materials, consulting reports Acquired Companies or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)matter.

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

No Other Representations or Warranties. (a) Except for the representations and warranties expressly as set forth in this Article III (as qualified by Agreement and the Company Disclosure Letter)other Transaction Documents, none of the CompanySeller, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub Affiliates or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, employees or representatives make or authorized agents on have made any such other representation or warranty) with , express or implied, at law or in equity, in respect to of the Company, the Subsidiaries, the Business, the Subsidiary Interests, the Membership Interests or any of the assets, Liabilities or operations of the Company Subsidiaries or their respective businesses or and the Subsidiaries, including with respect to (i) merchantability or fitness for any particular purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other information providedthan as used and operated by the Seller, the Company and the Subsidiaries or (iii) the probable success or profitability of the Business after the Closing, and (b) other than the indemnification obligations of the Seller set forth in Articles VII and IX, none of the Seller, its Affiliates, or made available, to Parent, Merger Sub or any of their respective Representatives officers, directors, employees or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person representatives will have or be subject to any liability or other indemnification obligation to Parent, Merger Sub the Purchaser or their Representatives or affiliates or to any other Person resulting from Parent’sthe distribution to the Purchaser, Merger Subits Affiliates or representatives of, or the Purchaser’s or their Representatives’ or affiliates’ use of of, any information relating to the Business, including any information, documents, projections, forecasts documents or other material materials made available to Parent, Merger Sub the Purchaser or its Affiliates or their Representatives respective officers, directors, employees or affiliatesrepresentatives, including any information made available whether orally or in the electronic writing, in certain “data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub the Purchaser or their respective Representatives its Affiliates or in any other form in expectation of or in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in transactions contemplated by this Article III (as qualified by the Company Disclosure Letter)Agreement.

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

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

No Other Representations or Warranties. Except (a) The Parent Entities each hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has received access to the books and records, facilities, Contracts and other assets and management of the Company, and it has conducted its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries. Each of the Parent Entities and their respective Affiliates acknowledges that, except for the representations and warranties expressly set forth in this Article III (as qualified by 4, that neither the Company Disclosure Letter), none of the Company, nor its Affiliates nor any of its affiliates or any other Person on behalf of the Company makes or its Affiliates makes, and each of the Parent Entities has not relied upon, any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or any of its Subsidiaries or their respective businesses and operations or with respect to any other information provided, or made available, available to Parent, Merger Sub or their respective Representatives or affiliates the Parent Entities in connection with the Transactions, including the accuracy Mergers or completeness thereofother transactions contemplated hereby. Without limiting the foregoing, neither Neither the Company nor any other Person will have or be subject to any liability or other indemnification obligation to Parent, Merger Sub or their Representatives or affiliates the Parent Entities or any other Person Person, resulting from Parent’sthe disclosure or distribution to the Parent Entities, Merger Sub’s or their Representatives’ or affiliatesthe Parent Entities’ use of of, any such information, including any information, documents, estimates, projections, forecasts or other material made available to Parent, Merger Sub the Parent Entities in certain “data rooms” or their Representatives or affiliates, including any information made available management presentations in the electronic data room maintained by the Company for purposes expectation of the Transactions, teasers, marketing materials, consulting reports Mergers or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated hereby, unless and then only to the extent that any such information is expressly included in a representation or warranty contained in this Article III (as qualified by 4. The Parent Entities on behalf of themselves and on behalf of each of their respective Affiliates, expressly waives any such claim relating to the Company Disclosure Letter)foregoing matters.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth contained in this Article ‎‎ARTICLE III (as qualified and in any closing certificate delivered by the Company Disclosure Letter), none of the Company, any of its affiliates or neither the Company nor any other Person on behalf of the Company or its Subsidiaries makes any other express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company or its Subsidiaries or their respective businesses or with respect to any other information provided, provided by or made available, to Parent, Merger Sub on behalf of the Company or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereofits Subsidiaries. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their respective Representatives or affiliates Affiliates or any other Person resulting from Parent’s, Merger Sub’s or their respective Representatives’ or affiliatesAffiliates’ or such other Person’s use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their respective Representatives or affiliatesAffiliates or such other Person, including any information made available in the electronic data room for “Attunity 2018” run by Intralinks and maintained by the Company for purposes of the Transactions, teaserstransactions contemplated by this Agreement (the “Electronic Data Room”), marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement, unless and except to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)‎‎ARTICLE III.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth Notwithstanding anything contained in this Article III (as qualified by Agreement to the Company Disclosure Letter)contrary, none of Seller, the Company, Company or any of its affiliates Subsidiaries, or any other Person on behalf of makes or has made any representations or warranties whatsoever, express or implied, as to Seller, the Company makes or any express of its Subsidiaries, or implied representation the transactions contemplated hereby beyond those expressly given by Seller in Article III and Article IV (as modified by the Schedules hereto, as supplemented and amended in accordance with this Agreement) or warranty in any certificate delivered hereunder, and Seller disclaims any and all liability and responsibility for any other representation, warranty, guaranty, projection, forecast, statement or information made, communicated, or furnished (and there is and has orally or in writing) to Buyer, its Affiliates or their respective Representatives (including any opinion, information, projection, or advice that may have been no reliance or may be provided to Buyer by Parentany Representative of Seller, Merger Sub the Company or any of its Subsidiaries, or any of their respective affiliatesAffiliates). Except as expressly set forth in Article III or Article IV or any certificate delivered hereunder, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on Seller does not make any such representation or warranty) with respect to warranty regarding the Company, probable success or profitability of the Company Subsidiaries or their respective businesses any of its Subsidiaries, merchantability or with respect to fitness for any other information provided, particular purpose or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereofany implied warranties whatsoever. Without limiting Notwithstanding the foregoing, neither the Company nor any other Person will have nothing in this Section 3.24 or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available elsewhere in the electronic data room maintained by Agreement shall limit, restrict, prohibit, restrain or otherwise impair any of Buyer’s rights or remedies in the Company for purposes case of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Fraud.

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

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

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

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

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

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by or in any certificate delivered pursuant to this Agreement, neither the Company Disclosure Letter)nor any other Person makes or has made any representation or warranty of any kind whatsoever, none of express or implied, at Law or in equity, with respect to the Company, Company any of its affiliates Subsidiaries or any other Person on behalf of their respective business, operations, assets, liabilities, condition (financial or otherwise), notwithstanding the Company makes any express delivery or implied representation or warranty (disclosure to Parent and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliatesAffiliates or Representatives of any documentation, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives forecasts or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or other information with respect to any other information provided, one or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with more of the Transactions, including the accuracy or completeness thereofforegoing. Without limiting the generality of the foregoing, neither the Company nor any other Person will have makes or be subject to has made any liability express or other obligation implied representation or warranty to Parent, Merger Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, or affiliates or budget relating to the Company, any other Person resulting from Parent’s, Merger Sub’s of its Subsidiaries or their Representatives’ respective businesses or affiliates’ use of (b) except for the representations and warranties made by the Company in this Article III, any information, documents, projections, forecasts oral or other material made available written information presented to Parent, Merger Sub or any of their respective Representatives or affiliates, including any information made available in the electronic data room maintained by course of their due diligence investigation of the Company for purposes Company, the negotiation of this Agreement or the course of the Transactions. Except for the representations and warranties of Parent and Merger Sub expressly set forth in Article IV or in any certificate delivered pursuant to this Agreement, teasersthe Company is not relying on, marketing materialsand has not relied on, consulting reports any representation or materialswarranty made, confidential or information memorandaprovided, management presentations, functional “break-out” discussions, responses to questions submitted by or on behalf of ParentParent or Merger Sub, in each case, regarding either Parent or Merger Sub Sub, its or their respective Representatives business, this Agreement, the transactions contemplated hereby, or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)related matter.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified 3 or any certificate delivered by the Company Disclosure Letter)pursuant to Section 6.3, none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives affiliates or authorized agents Representatives on any such representation or warranty) with respect to the Company, the Company its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactionstransactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, except with respect to common law fraud (with the element of scienter) and the representations and warranties contained in this Article 3 (as qualified by the Company Disclosure Letter in accordance with this Agreement) or any certificate delivered by the Company pursuant to Section 6.3, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasersteaser, marketing materials, consulting reports or materialsmaterial, confidential information memorandamemorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

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

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article Articles III and IV, (as qualified modified by the Disclosure Schedule), in the Ancillary Documents and in the Confidentiality Agreement, Buyer and MergerSub hereby acknowledge and agree that (a) none of the Company, the Equityholders or any of their respective Representatives, has made or is making any express or implied representation or warranty with respect to the Company Disclosure Letteror any Series Bl Call Right Seller, including with respect to any information made available to Buyer or any of its Subsidiaries or Representatives, and (b) other than the right of the Buyer Indemnified Persons to be indemnified pursuant to Article 8 and, subject to the exception for fraud in Section 8.1.2(c) on the terms and subject to the conditions in Section 8.1.2(c), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub Equityholders or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection Securities Exchange Act of 1934 and has been filed separately with the TransactionsSecurities and Exchange Commission. Representatives, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability Liability or other indemnification obligation to Parentany Buyer Indemnified Person, Merger Sub resulting from the delivery to Buyer or MergerSub or any of their respective Representatives or affiliates the use by Buyer, MergerSub or any other Person resulting from Parent’sof their respective Representatives of any such information provided or made available to any of them by the Company or any of its Representatives, Merger Sub’s or their Representatives’ or affiliates’ use of including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to ParentBuyer, Merger Sub MergerSub or any of their Representatives respective Representatives, in “data rooms,” or affiliates, including any information made available management presentations in the electronic data room maintained by the Company for purposes anticipation or contemplation of the Contemplated Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter).

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

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

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter)Agreement, Buyer acknowledges that none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub Sellers or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives Subsidiaries and Affiliates or authorized agents on any such other Person makes any representation or warranty) , express or implied, at law or in equity, with respect to WHF Parent, the CompanySellers, WPI, the Company Subsidiaries or any of their respective businesses Subsidiaries and Affiliates, the Transferred Units, the Business or any of the assets, Liabilities or operations of WPI, WIN or the Company or any of their respective Subsidiaries and Affiliates, or with respect to any other information providedprovided to Buyer, or made available, to whether on behalf of WHF Parent, Merger Sub the Sellers, the Company or their respective Representatives or affiliates in connection with the Transactionssuch other Persons, including as to the accuracy probable success or completeness thereofprofitability of the Company's business after the Closing. Without limiting the foregoingExcept with respect to matters concerning fraud, neither WHF Parent, the Company Sellers nor any other Person will have or be subject to any liability Liability or other indemnification obligation to Parent, Merger Sub or their Representatives or affiliates Buyer or any other Person resulting from Parent’sthe distribution to Buyer, Merger Sub’s or their Representatives’ or affiliates’ Buyer's use of of, any such information including the Confidential Descriptive Memorandum dated September 2002, prepared by Rothschild Inc. related to the Business, and any information, documents, projections, forecasts document or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available Buyer in the electronic certain "data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, rooms," management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives presentations or in any other form in connection with expectation or contemplation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in transactions contemplated by this Article III (as qualified by the Company Disclosure Letter)Agreement.

No Other Representations or Warranties. Except for 90. Purchaser acknowledges that (i) none of Seller, the representations Company Group or any of their respective Affiliates has made any representation or warranty, expressed or implied, as to the Interests, the Business, Seller, the Company Group, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Interests, the Business, Seller, or the Company Group furnished or made available to Purchaser and warranties its Affiliates and Representatives, except as expressly set forth in Article III or in any certificate delivered hereunder or any other Ancillary Document, (ii) Purchaser has not relied on any representation or warranty from Seller, the Company Group or any of their respective Affiliates in determining to enter into this Agreement, except as expressly set forth in this Agreement or in any certificate delivered hereunder or any other Ancillary Document, and (iii) except as expressly set forth in Article III (as qualified by the Company Disclosure Letter)or in any certificate delivered hereunder or any other Ancillary Document, none of the CompanySeller, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub Group or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will Affiliates shall have or be subject to any liability or other obligation Liability to Parent, Merger Sub or their Representatives or affiliates Purchaser or any other Person of its Affiliates or Representatives resulting from Parent’sthe distribution to Purchaser or its Affiliates or Representatives, Merger Sub123 or Purchaser’s or their its Affiliates’ or Representatives’ or affiliates’ use of of, any such information, including any information, documents, projections, forecasts documents or other material made available to Parent, Merger Sub Purchaser or their its Affiliates or Representatives or affiliates, including in any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memorandaData Room, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives presentations or in any other form in connection with expectation of or negotiation of this Agreement and the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)transactions contemplated hereby.

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

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by Coeur in this Article III (as qualified by Section 4, in the Company Disclosure Letter)Support Agreement or in any certificate or other document delivered in connection with this Agreement or the Support Agreement, none of neither Coeur nor any other Person acting on its behalf makes any other express or implied representation or warranty with respect to the CompanyAcquired Coeur Shares, Coeur or any of its affiliates Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Orion or its Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing, and Orion acknowledges the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by Coeur in this Section 4, the Support Agreement, or in any certificate or other document delivered in connection with this Agreement or the Support Agreement, neither Coeur nor any other Person on behalf of the Company makes or has made any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub Orion or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) its Representatives with respect to the Company(a) any financial projection, the Company forecast, estimate, budget or prospect information relating to Coeur, any of its Subsidiaries or their respective businesses or with respect (b) any oral or written information presented to any other information provided, Orion or made available, to Parent, Merger Sub or their respective its Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by course of its due diligence investigation of Coeur, the Company for purposes negotiation of this Agreement or the course of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)transactions contemplated hereby.

No Other Representations or Warranties. Except Parent and Merger Sub agree that, except for the representations and warranties expressly set forth contained in ARTICLE 3 of this Article III (as qualified by Agreement, including any qualification thereto included in the Filed Company SEC Documents and the Company Disclosure Exceptions Letter (but subject to the limitations described in the introduction of ARTICLE 3 with respect to the Filed Company SEC Documents and the Company Exceptions Letter), none of neither the Company, any of its affiliates or Company nor any other Person person or entity on its behalf of the Company makes or has made any other express or implied representation or warranty (and there is and with respect to the Company or any information provided to Parent or Merger Sub. Without limiting the generality of the foregoing, neither the Company, any holder of Company Capital Stock nor any of their respective Affiliates or Representatives, makes or has been no reliance by made any representation or warranty to Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) Affiliates with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to to: (a) any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Sub or their Representatives respective representatives or affiliatesAffiliates; or (b) any other information, including any information statement or documents heretofore or hereafter delivered to or made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives representatives or in any other form in connection with the TransactionsAffiliates, unless and except to the extent any such information is and as expressly included in covered by a representation or and warranty contained in this Article III (as qualified made by the Company Disclosure Letter)and contained in ARTICLE 3 of this Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Letter), none of the Company, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoingIII, neither the Company nor any other Person makes or has made any express or implied representation or warranty with respect to the Company or its Subsidiaries or Affiliates or with respect to any other information provided to Parent or Merger Sub in connection with the Merger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, and notwithstanding the delivery or disclosure to Parent or Merger Sub, or any of their respective Representatives or Affiliates of any documentation or other information by the Company or any of its Subsidiaries or any of its or their Representatives with respect to any one or more of the following, neither the Company nor any other Person make any express or implied representation or warranty or will have or be subject to any liability or other obligation to Parent, Merger Sub or their respective Representatives or affiliates or with respect to 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 estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article III (as qualified by the Company Disclosure Letter)Affiliates.

No Other Representations or Warranties. Except for the The representations and warranties expressly set forth in this Article Section 7 are the only representations and warranties made by XXXX III (and XXXX III OP with respect to the matters relating to the transactions contemplated by this Agreement. Except as qualified by the Company Disclosure Letter)specifically set forth in this Agreement, none of the Companyneither XXXX III, any of its affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub XXXX III OP or any of their Affiliates, nor any of their respective affiliatesmembers, partners, stockholders, directors, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives employees or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability Liability or other indemnification obligation to Parent, Merger Sub or their Representatives or affiliates any Sponsor or any other Person resulting from Parent’sthe transactions contemplated in this Agreement or the distribution to the Sponsors or any other Person of, Merger Subor any Sponsor’s or any other Person’s use of, any information relating to XXXX III, XXXX III OP or any of their Representatives’ Affiliates, including any descriptive memoranda, summary business descriptions, financial forecasts, projections or affiliates’ use of models, or any information, documents, projections, forecasts documents or other material made available to Parentany Sponsor or its respective Affiliates or Representatives, Merger Sub whether orally or their Representatives or affiliatesin writing, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives any Sponsor or in any other form in connection with expectation of the Transactions, unless and transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the extent any such information is expressly included in a contrary, no representation or warranty of XXXX III and XXXX III OP contained in this Article Agreement shall be deemed to have been breached or to be inaccurate if a Sponsor had Knowledge of such breach or inaccuracy as of or prior to the date of this Agreement, including through XXXX III (as qualified by the Company Disclosure Letter)Advisor’s external advisory relationship or through such Sponsor’s sponsorship relationship with XXXX III.

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

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

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

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

No Other Representations or Warranties. Except for the representations and warranties expressly set forth made by the Company in this Article III (as qualified by the Company Disclosure Letter)III, none of the Company, in any of its affiliates Transaction Documents or in any certificate or other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub or any of their respective affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on any such representation or warranty) with respect to the Company, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates document delivered in connection with this Agreement or the Transactions, including the accuracy or completeness thereof. Without limiting the foregoingTransaction Documents, neither the Company nor any other Person will have acting on its behalf makes any other express or be subject implied representation or warranty with respect to 20 the Preferred Stock, the Common Stock, the Company or any liability of its Subsidiaries or other obligation their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Parent, Merger Sub the Purchasers or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projectionsdocumentation, forecasts or other material information with respect to any one or more of the foregoing, and the each of the Purchasers acknowledges the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made available by the Company in this Article III, the Transaction Documents, or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub the Purchasers or their Representatives with respect to (a) any financial projection, forecast, estimate, budget or affiliatesprospect information relating to the Company, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub its Subsidiaries or their respective businesses or (b) any oral or written information presented to the Purchasers or their Representatives in the course of its due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions or any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation transactions or warranty contained in this Article III (as qualified by potential transactions involving the Company Disclosure Letter)and the Purchasers.

No Other Representations or Warranties. Except for the representations and warranties made by Purchaser that are expressly set forth in this Article III V (as qualified modified by the Company Purchaser Disclosure Letter)Letter and the Purchaser Disclosure Reports) or in the Purchaser Closing Certificate, none of the Company, any of its affiliates or neither Purchaser nor any other Person on behalf of the Company makes any express or implied representation or warranty (and there is and has been no reliance by Parent, Merger Sub relating to Purchaser or any of its Affiliates or any of their respective affiliatesbusinesses, officersoperations, directorsassets, employeesliabilities, accountantsconditions (financial or otherwise) or prospects, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents on and Purchaser expressly disclaims any such representation other representations or warranty) with respect to the Companywarranties. In particular, the Company Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates in connection with the Transactions, including the accuracy or completeness thereof. Without without limiting the foregoing, neither the Company Purchaser nor any other Person will have makes or be subject to has made any liability or other obligation to Parent, Merger Sub or their Representatives or affiliates or any other Person resulting from Parent’s, Merger Sub’s or their Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained to the Company or any of it respective Affiliates or Representatives with respect to (a) any projections, predictions, forecast, estimate, budget or prospective information relating to Purchaser, any of its Affiliates or any of their respective businesses or (b) any oral, or except for the representations and warranties made by the Purchaser that are expressly set forth in this Article III V (as qualified modified by the Purchaser Disclosure Letter and the Purchaser Disclosure Reports) or in the Purchaser Closing Certificate, written information Made Available to the Company Disclosure Letter)or any of their Affiliates or Representatives in the course of their evaluation of Purchaser, the negotiation of this Agreement or in the course of the Transaction.