Common use of No Outside Reliance Clause in Contracts

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, Acquiror and its Affiliates and any of their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III or by Newco in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or Newco, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V ARTICLE III or any other provision hereof, Acquiror each of the Company and its Affiliates and any of their respective directors, officers, employees, stockholders, partners, members or representatives, Representatives acknowledge and agree that Acquiror the Company has made its own investigation of the Company Parent and Merger Sub and that neither the Company nor none of Parent, Merger Sub or any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, other Person is making any representation or warranty whatsoever, express or implied, beyond relating to Parent, Merger Sub or any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those representations and warranties made by Parent and Merger Sub that are expressly given by the Company set forth in Article III IV or by Newco in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesParent Closing Certificate. Without limiting the generality of the foregoing, it is understood the Company understands and agree that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to Parent or other predictions Merger Sub, any of their Affiliates or any of their respective businesses that may be contained or referred to in the Schedules Parent Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company or its representativesRepresentatives) or reviewed by Acquirorthe Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives any of their Representatives, are not and will not be deemed to be representations or warranties of the Company Parent or NewcoMerger Sub, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except foregoing. Except as may be otherwise expressly provided in the representations and warranties made by Parent and Merger Sub that are expressly set forth in Article III or Article IV of this Agreement. Except as otherwise expressly set forth in this AgreementIV, Acquiror the Company understands and agrees that any assets, properties and business of the Company Parent and its Subsidiaries Merger Sub are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)to, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V 5 or any other provision hereof, Acquiror and its Affiliates SPAC and any of their respective its directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives, acknowledge and agree that Acquiror SPAC has made its own investigation of the Target Company Group and that neither the Company nor any of its Affiliates (including Newco), Target Companies nor any of their respective directors, officers, employees, stockholders, partners, membersAffiliates, agents or representatives, representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Target Companies in Article III or 4 of this Agreement (as modified by Newco in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Target Company Disclosure Letter) and the Company or its SubsidiariesAncillary Agreements. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, “data room,” as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representatives) or reviewed by AcquirorSPAC pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or NewcoTarget Companies, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV 4 of this AgreementAgreement (as modified by the Target Company Disclosure Letter) or the Ancillary Agreements. Except as otherwise expressly set forth in this AgreementAgreement or the Ancillary Agreements, Acquiror SPAC understands and agrees that any assets, properties and business of the Target Company Group and its Subsidiaries Business are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III 4 or Article IV or any certificate delivered in accordance with Section 9.02(c)the Ancillary Agreements, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V III or any other provision hereof, Acquiror Company and its Affiliates Subsidiaries and any of their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agree that Acquiror Company has made its own investigation of the Company SPAC and Holdings and that neither the Company SPAC, Holdings nor any of its Affiliates (including Newco)their Affiliates, nor any of their respective directors, officers, employees, stockholdersshareholders, partners, members, agents or representatives, is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III or by Newco SPAC and Holdings in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company SPAC or its SubsidiariesHoldings. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror Company or its representatives) representatives or reviewed by AcquirorCompany) or management presentations that have been or shall hereafter be provided to Acquiror Company or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company SPAC or NewcoHoldings, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror Company understands and agrees that any assets, properties and business of the Company SPAC and its Subsidiaries Holdings are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c8.03(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V VI or any other provision hereof, Acquiror each of Acquiror, Merger Sub, Blocker Sub and its Affiliates the Blocker Merger Subs, and any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, membersAffiliates, agents or representatives, representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III or by Newco in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by AcquirorAcquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or NewcoCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained the delivery or disclosure (except in this Article V VI and the Acquiror Disclosure Letter) to the Company or any other provision hereof, Acquiror and its Affiliates and any of their respective representatives of any documentation or other information (including any financial projections or other supplemental details), the Company and its directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives, acknowledge and agree that Acquiror the Company has made its own investigation of the Company Acquiror and that neither the Company none of Acquiror nor any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, membersAffiliates, agents or representatives, representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Acquiror in Article III or by Newco in Article IVVI, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, the Company prospects (financial or its Subsidiaries. Without limiting otherwise) or the generality viability or likelihood of success of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in business of Acquiror as conducted after the Schedules or elsewhereAcquisition Closing, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed materials provided by Acquiror or its representatives) or reviewed by Acquiror) or management presentations that have been or shall hereafter be provided to Acquiror or any of its AffiliatesAffiliates or any of their respective directors, agents officers, employees, shareholders, partners, members or representatives are not or otherwise, and will not no statement contained in any of such materials made or made in any such presentation of the business and affairs of Acquiror shall be deemed a representation or warranty hereunder or otherwise or deemed to be representations relied upon by any Company Party in executing, delivery or warranties of performing this Agreement or the Company or Newco, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this AgreementTransactions. Except as otherwise expressly set forth in this Agreement, Acquiror the Company understands and agrees that any assets, properties and business of the Company and its Subsidiaries Acquiror are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)VI, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, Acquiror each of the Company and its Affiliates and any of their respective directors, officers, employees, stockholders, partners, members or representatives, Representatives acknowledge and agree that Acquiror the Company has made its own investigation of the Company Purchaser and that neither the Company Purchaser nor any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, other Person is making any representation or warranty whatsoever, express or implied, beyond relating to Purchaser or any of its Affiliates or any of its respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those representations and warranties made by Purchaser that are expressly given by the Company in Article III or by Newco set forth in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of in the assets of the Company or its SubsidiariesPurchaser Closing Certificate. Without limiting the generality of the foregoing, it is understood the Company understands and agree that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to Purchaser, any of its Affiliates or other predictions any of its respective business that may be contained or referred to in the Schedules Purchaser Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company or its representativesRepresentatives) or reviewed by Acquirorthe Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives any of their Representatives, are not and will not be deemed to be representations or warranties of the Company or NewcoPurchaser, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except foregoing. Except as may be otherwise expressly provided in the representations and warranties made by Purchaser that are expressly set forth in Article III or Article IV of this Agreement. Except as otherwise expressly set forth in this AgreementV, Acquiror the Company understands and agrees that any assets, properties and business of the Company and its Subsidiaries Purchaser are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)to, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V Section 3.24 or any other provision hereof, Acquiror Purchaser and its Affiliates and any of their respective directors, officers, employees, stockholders, partners, members or representatives, Representatives acknowledge and agree that Acquiror Purchaser has made its own investigation of the Company and that neither none of the Company nor or any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, other Person is making any representation or warranty whatsoever, express or implied, beyond relating to Company or any of its Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those expressly given representations and warranties made by the Company that are expressly set forth in Article III or by Newco in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesClosing Certificate. Without limiting the generality of the foregoing, it is understood Purchaser understands and agrees that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to the Company, any of its Affiliates or other predictions any of their respective businesses that may be contained or referred to in the Schedules Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror Purchaser or its representatives) or reviewed by AcquirorPurchaser pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Purchaser or any of its Affiliates, agents or representatives any of their Representatives are not and will not be deemed to be representations or warranties of the Company or NewcoCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except foregoing. Except as may be otherwise expressly provided in the representations and warranties made by the Company that are expressly set forth in Article III or Article IV of this Agreement. Except as otherwise expressly set forth in this AgreementIII, Acquiror Purchaser understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)to, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V Section 3 or any other provision hereof, Acquiror each of Parent and its Affiliates Merger Sub, and any of their respective directors, officers, employees, stockholders, partners, members stockholders or representativesRepresentatives, acknowledge and agree that Acquiror Parent has made its own investigation of the Company and that neither the Company nor any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III or by Newco in Article IVSection 2, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, except for the representations and warranties set forth in Section 2, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Disclosure Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by AcquirorParent pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Parent or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed to be representations or warranties of the Company or NewcoCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror Parent understands and agrees that any inventory, equipment, assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject ”. Notwithstanding the foregoing or anything to and except as otherwise provided the contrary herein, (a) nothing in this Section 3.7 shall in any way limit the representations or warranties set forth in Section 2, and warranties contained in Article III (b) the provisions of this Section 3.7 shall not, and shall not be deemed or Article IV construed to, waive or release any certificate delivered in accordance with Section 9.02(c), with all faults and without any other representation or warranty of any nature whatsoeverclaims based on Contractual Fraud.

No Outside Reliance. Such Buyer Party acknowledges that it has had the opportunity to conduct its due diligence investigation with respect to the Contemplated Transactions to the extent of the documents and information provided by or on behalf of the Sellers. Notwithstanding anything contained in this Article V or any other provision hereofof this Agreement to the contrary, Acquiror such Buyer Party acknowledges and its Affiliates and any of their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and agrees that neither the Company nor any of its Affiliates (including Newco), Sellers nor any of their respective directors, officers, employees, stockholders, partners, members, agents Affiliates or representatives, Representatives has made or is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III this Agreement or by Newco in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesOther Agreement. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections projections, or other predictions that may be contained or referred to in any materials contained or posted in the Schedules or elsewhereData Site, as well as any informationthe CIM, documents management presentations or other diligence information and materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror) or management presentations that have been or shall hereafter be provided 37 to Acquiror such Buyer Party or any of its AffiliatesAffiliates or Representatives, agents or representatives are not and will not be deemed to be representations or warranties of the Company or Newco, Sellers and no representation or warranty is made as to the accuracy or completeness of any of the foregoing foregoing, except as may be expressly set forth in Article III this Agreement or Article IV of this any Other Agreement. Except as otherwise Without limiting the generality of the foregoing, such Buyer Party acknowledges and confirms that regarding the Acquired Group and the Contemplated Transactions it is relying solely on the representations and warranties expressly set forth in this AgreementArticle III and Article IV and in the Compliance Certificates delivered by any Company or any Seller pursuant hereto and that, Acquiror understands except for such representations and agrees that warranties, such Buyer Party has not relied on and is not relying on any assets, properties and business representations or warranties of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV Sellers or any certificate delivered in accordance with Section 9.02(c), with all faults and without Company regarding any other representation Company or warranty of any nature whatsoeverthe Contemplated Transactions.

No Outside Reliance. Notwithstanding anything contained the delivery or disclosure (except in this Article IV and Article V or the Company Disclosure Letter) to Acquiror or any of its respective representatives of any documentation or other provision hereofinformation (including any financial projections or other supplemental details), Acquiror and its Affiliates and any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, membersAffiliates, agents or representatives, representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III or by Newco in IV and Article IVV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting , the generality prospects (financial or otherwise) or the viability or likelihood of success of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in business of the Schedules or elsewhereCompany as conducted after the Acquisition Closing, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed materials provided by Acquiror or its representatives) or reviewed by Acquiror) or management presentations that have been or shall hereafter be provided to Acquiror Company or any of its AffiliatesAffiliates or any of their respective directors, agents officers, employees, shareholders, partners, members or representatives are not or otherwise, and will not no statement contained in any of such materials made or made in any such presentation of the business and affairs of the Company shall be deemed a representation or warranty hereunder or otherwise or deemed to be representations relied upon by Acquiror in executing, delivery or warranties of performing this Agreement or the Company or Newco, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this AgreementTransactions. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or IV and Article IV or any certificate delivered in accordance with Section 9.02(c)V, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Except for the representations and warranties in this Article 4, neither Parent, Merger Subsidiary nor any Person on behalf of Parent or Merger Subsidiary makes or has made any express or implied representation or warranty with respect to Parent or any its Subsidiaries or their respective businesses, operations, properties, assets, liabilities or condition (financial or otherwise). Notwithstanding anything contained in this Article V 4 or any other provision hereof, Acquiror each of Parent and its Affiliates and any of their respective directors, officers, employees, stockholders, partners, members or representatives, Merger Subsidiary acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates (including Newco)Affiliates, nor any of its or their respective directorsRepresentatives, officershas made, employeesor is making, stockholders, partners, members, agents or representatives, is making any representation or warranty whatsoever, express or impliedimplied (and neither Parent nor Merger Subsidiary has relied on any representation, warranty or statement of any kind by the Company or any of its Affiliates or any of their respective Representatives), beyond those expressly given by the Company in Article III or by Newco in Article IV3, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules Company Disclosure Schedule or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by AcquirorParent or any of its Affiliates or Representatives pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Parent or any of its Affiliates, agents Affiliates or representatives Representatives are not and will not be deemed to be representations or warranties of the Company or NewcoCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, Acquiror each of Parent, Buyer and its Affiliates and any of their respective directors, officers, employees, stockholders, partners, members or representatives, Merger Sub acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, membersAffiliates, agents or representatives, representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III or by Newco in Article IV, implied (including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries), beyond those expressly given in Article III. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained regarding the Company or referred to in the Schedules or elsewhereany of its Subsidiaries, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror) or management presentations that have been or shall hereafter be provided made available to Acquiror Parent, Buyer or any of its Affiliates, agents their Affiliates or representatives advisors are not and will not be deemed to be representations or warranties of the Company or NewcoCompany, and no each of Parent, Buyer and Merger Sub acknowledge that Parent and Buyer, together with their Affiliates and advisors, have made their own investigation of the Company and its Subsidiaries and are not relying on any implied warranties or upon any representation or warranty is made whatsoever as to the accuracy prospects (financial or completeness otherwise) or the viability or likelihood of success of the business of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided or made available by the Company or any of the foregoing except as may be expressly set forth in Article III its Affiliates or Article IV any of this Agreementtheir respective directors, officers, employees, shareholders, partners, members or representatives or otherwise. Except as otherwise expressly set forth in this Agreement, Acquiror each of Parent and Buyer understands and agrees that any inventory, equipment, vehicles, assets, properties and business of the Company and its Subsidiaries are furnished “as is”, ,” “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)III, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V ARTICLE IV or any other provision hereof, Acquiror and its Affiliates the SPAC, and any of their respective its directors, managers, officers, employees, stockholdersequity holders, partners, members or representatives, acknowledge acknowledges and agree agrees that Acquiror it has made its own investigation of the Company Group and that neither the Company nor any other member of its Affiliates (including Newco), the Company Group nor any of their of respective directors, officers, employees, stockholders, partners, membersAffiliates, agents or representatives, representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company and the Holdco in Article ARTICLE III or by Newco in Article IVthe Additional Agreements, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesGroup. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules disclosure schedules delivered by the Company to the SPAC or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror SPAC or its representatives) or reviewed by AcquirorSPAC pursuant to an existing confidentiality agreement with the Company or its equity holders) or management presentations that have been or shall hereafter be provided to Acquiror SPAC or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or Newcothe Holdco, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III V or Article IV of this Agreementin the Additional Agreements. Except as otherwise expressly set forth in this Agreement, Acquiror SPAC understands and agrees that any assets, properties and business of the Company and its Subsidiaries Group are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)ARTICLE III, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, Acquiror and its Affiliates each of the Acquisition Entities, and any of their respective directors, officers, employees, stockholdersequityholders, partners, members or representatives, acknowledge and agree that Acquiror Representatives has made its own investigation of the Company Company, its Subsidiaries and that neither the Company nor any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, membersAffiliates, agents or representatives, Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III or by Newco in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions predictions, forecasts or other forward looking information that may be contained or referred to in the Schedules Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror such Acquisition Entity or its representativesRepresentatives) or reviewed by Acquirorsuch Acquisition Entity pursuant to the NDA or otherwise) or management presentations that have been or shall hereafter be provided to Acquiror such Acquisition Entity or any of its Affiliates, agents or representatives Representatives or Investors are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries or the Company or NewcoShareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this AgreementIII. Except as otherwise expressly set forth in this Agreement, Acquiror such Acquisition Entity understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)III, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, Acquiror and its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members or representativesRepresentatives, acknowledge and agree that Acquiror has and Merger Sub have made its their own investigation of the Company and that neither the Company nor any of its Affiliates (including Newco), nor or any of their respective directors, officers, employees, stockholders, partners, members, agents or representativesRepresentatives, is making or has made any representation or warranty whatsoever, express or implied, beyond other than those expressly given by the Company in Article III or by Newco in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesCompany. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Acquiror and Merger Sub Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by AcquirorAcquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or NewcoCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this AgreementIV. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained of the Company expressly set forth in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c9.2(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V 5 or any other provision hereof, Acquiror and its Affiliates each of the Parent Entities, and any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives, acknowledge and agree that Acquiror has the Parent Entities have made its their own investigation of the Company Group Members and that neither the Company nor any of its Affiliates (including Newco), Group Members nor any of their respective directors, officers, employees, stockholders, partners, membersAffiliates, agents or representatives, representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Group Members in Article III 4 or by Newco in Article IVany Ancillary Agreement, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Group Members or its their Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror Parent or its representatives) or reviewed by AcquirorParent pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror Parent or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or NewcoCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV 4 of this Agreement or in any Ancillary Agreement. Except as otherwise expressly set forth in this Agreement or in any Ancillary Agreement, Acquiror Parent understands and agrees that any assets, properties and business of the Company and its Subsidiaries Group Members are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties of the Company contained in Article III 4 or Article IV or in any certificate delivered in accordance with Section 9.02(c)Ancillary Agreement, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V ARTICLE III or any other provision hereof, Acquiror each of the Company and its Affiliates and any of their respective directors, officers, employees, stockholders, partners, members or representatives, Representatives acknowledge and agree that Acquiror the Company has made its own investigation of Parent and Merger Sub and that none of Parent, Merger Sub or any other Person is making, nor is the Company and that neither the Company nor any of its Affiliates (including Newco)relying on, nor any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III relating to Parent, Merger Sub or by Newco in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those representations and warranties made by Parent and Merger Sub that are expressly set forth in ARTICLE IV or in the assets of the Company or its SubsidiariesParent Closing Certificate. Without limiting the generality of the foregoing, it is understood the Company understands and agrees that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to Parent or other predictions Merger Sub, any of their Affiliates or any of their respective businesses that may be contained or referred to in the Schedules Parent Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company or its representativesRepresentatives) or reviewed by Acquirorthe Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives any of their Representatives, are not and will not be deemed to be representations or warranties of the Company Parent or NewcoMerger Sub, and no representation or warranty is made as to to, and neither the Company nor any of its Representatives have relied on, the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this Agreementforegoing. Except as otherwise expressly provided in the representations and warranties made by Parent and Merger Sub that are expressly set forth in this AgreementARTICLE IV, Acquiror the Company understands and agrees that any assets, properties and business of the Company Parent and its Subsidiaries Merger Sub are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)to, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V ARTICLE III or any other provision hereof, Acquiror each of the Company and its Affiliates and any of their respective directors, officers, employees, stockholders, partners, members or representatives, Representatives acknowledge and agree that Acquiror the Company has made its own investigation of Parent and Merger Sub and that none of Parent, Merger Sub or any other Person is making, nor is the Company and that neither the Company nor any of its Affiliates (including Newco)relying on, nor any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III relating to Parent, Merger Sub or by Newco in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those representations and warranties made by Parent and Merger Sub that are expressly set forth in ARTICLE IV or in the assets of the Company or its SubsidiariesParent Closing Certificate. Without limiting the generality of the foregoing, it is understood the Company understands and agrees that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to Parent or other predictions Merger Sub, any of their Affiliates or any of their respective businesses that may be contained or referred to in the Schedules Parent Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” made available to the Company or its Representatives (whether or not actually accessed by Acquiror the Company or its representativesRepresentatives) or reviewed by Acquirorthe Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives any of their Representatives, are not and will not be deemed to be representations or warranties of the Company Parent or NewcoMerger Sub, and no representation or warranty is made as to to, and neither the Company nor any of its Representatives have relied on, the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this Agreementforegoing. Except as otherwise expressly provided in the representations and warranties made by Parexx xxx Merger Sub that are expressly set forth in this AgreementARTICLE IV, Acquiror the Company understands and agrees that any assets, properties and business of the Company Parent and its Subsidiaries Merger Sub are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)to, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereofAgreement, Acquiror and its Affiliates each Merger Sub and any of their respective directors, officers, employees, stockholdersits equityholders, partners, members or representatives, acknowledge and agree that Acquiror Representatives has made its own investigation of the Company Company, its Subsidiaries and that neither the Company nor any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, membersAffiliates, agents or representatives, Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III or by Newco in Article IVIII, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions predictions, forecasts or other forward looking information that may be contained or referred to in the Schedules Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” ”) (whether or not accessed by Acquiror such Merger Sub or its representatives) or reviewed by AcquirorRepresentatives) or management presentations that have been or shall hereafter be provided to Acquiror such Merger Sub or any of its Affiliates, agents or representatives Representatives or Forward Purchase Investors are not and will not be deemed to be representations or warranties of the Company, any of its Subsidiaries or the Company or NewcoShareholders, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this AgreementIII. Except as otherwise expressly set forth in this Agreement, Acquiror such Merger Sub understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)III, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V IV or any other provision hereof, Acquiror each of the Group Companies and its Affiliates Dutch Entities, and any each of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or and representatives, acknowledge acknowledges and agree agrees that Acquiror the Company has made its own investigation of the Company HCM and that neither the Company nor any of its Affiliates (including Newco), HCM nor any of their respective directors, officers, employees, stockholders, partners, membersAffiliates, agents or representativesrepresentatives is making, and the Company is making not relying upon, any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company HCM in Article III V or by Newco in Article IVthe Ancillary Agreements, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesHCM. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules HCM Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company or its representatives) or reviewed by Acquirorthe Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives are not and will not be deemed to be representations 37 or warranties of the Company or NewcoHCM, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this Agreement. V. Except as otherwise expressly set forth in this Agreement, Acquiror the Company understands and agrees that any assets, properties and business of the Company and its Subsidiaries HCM are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)V, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V VII or any other provision hereof, Acquiror and its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates (including Newco)Holdings, nor Jersey Merger Sub and Delaware Merger Sub) or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III V or by Newco Holdings, Jersey Merger Sub or Delaware Merger Sub in Article IVVI, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by AcquirorAcquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or NewcoHoldings, Jersey Merger Sub or Delaware Merger Sub, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III V or Article IV VI of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III V or Article IV VI or any certificate delivered in accordance with Section 9.02(c11.02(c), with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and its Affiliates Merger Sub, and any of their respective directors, managers, officers, employees, stockholdersequityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company and that neither the Company nor any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, membersAffiliates, agents or representatives, representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article III or by Newco in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries and, except for the representations and warranties expressly made by the Company in Article IV, neither Acquiror nor Merger Sub nor any of their respective Affiliates relied on any representation or warranty, or the accuracy of completeness thereof, or any other information, or the accuracy or completeness thereof, provided by the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by AcquirorAcquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company or NewcoCompany, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article III or Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)IV, with all faults and without any other representation or warranty of any nature whatsoever.

No Outside Reliance. Notwithstanding anything contained in this Article V III or any other provision hereof, Acquiror each of the Company and its Affiliates and any of their respective directors, officers, employees, stockholders, partners, members or representatives, Representatives acknowledge and agree that Acquiror the Company has made its own investigation of the Company Parent and Merger Sub and that neither the Company nor none of Parent, Merger Sub or any of its Affiliates (including Newco), nor any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives, other Person is making any representation or warranty whatsoever, express or implied, beyond relating to Parent, Merger Sub or any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, except for those representations and warranties made by Parent and Merger Sub that are expressly given by the Company set forth in Article III IV or by Newco in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its SubsidiariesParent Closing Certificate. Without limiting the generality of the foregoing, it is understood the Company understands and agree that any cost financial projections, predictions, forecasts, estimates, financial budgets or other projections prospective information relating to Parent or other predictions Merger Sub, any of their Affiliates or any of their respective businesses that may be contained or referred to in the Schedules Parent Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror the Company or its representativesRepresentatives) or reviewed by Acquirorthe Company pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror the Company or any of its Affiliates, agents or representatives any of their Representatives, are not and will not be deemed to be representations or warranties of the Company Parent or NewcoMerger Sub, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except foregoing. Except as may be otherwise expressly provided in the representations and warranties made by Parent and Merger Sub that are expressly set forth in Article III or Article IV of this Agreement. Except as otherwise expressly set forth in this AgreementIV, Acquiror the Company understands and agrees that any assets, properties and business of the Company Parent and its Subsidiaries Merger Sub are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article III or Article IV or any certificate delivered in accordance with Section 9.02(c)to, with all faults and without any other representation or warranty of any nature whatsoever.