Common use of Disclaimer of Other Representations and Warranties Clause in Contracts

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Liabilities or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none other than the indemnification obligations of the SellerSeller set forth in Article 8 and any claims based on fraud, no member of the Acquired CompanySeller Group, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. The representations and warranties Except as expressly set forth in this Article 3 are the only representations and warranties made III, as qualified by the Seller Disclosure Schedule, or in the Local Transfer Agreements, (A) none of the Sellers nor any other Person makes any representations or warranties, whether express, implied or statutory, with respect to the Business, the Purchased AssetsTransferred Shares, the Transferred Assets or the Assumed Liabilities, the Sharesincluding any implied warranties or merchantability, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3fitness for a particular purpose, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability the maintenance, repair, condition, design, performance or fitness for marketability of any particular use Transferred Asset or purposeany asset or property of the Transferred Subsidiaries, (ii) the operation of the Business by the Purchaser after the Closing in Initial Closing, (iii) the maturity or acceleration of any manner contingent liability or other liability not yet due and owing relating to the Transferred Subsidiaries or the Business, or (iiiiv) the probable success or profitability of the Business after the Initial Closing, and (b) none of LivaNova hereby disclaims all Liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its affiliates or Representatives (including any opinion, advice, information, documents, projections, forecasts or other material made available to Purchaser or its affiliates or Representatives) in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with the Seller, the Acquired Company, any of their Affiliates, Acquisition or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except for the representations and warranties contained in this Article III, including any descriptive memorandaas qualified by the Disclosure Schedule, summary business descriptions or any informationthe Local Transfer Agreements, documents the Transferred Assets are conveyed on an “AS IS” and “WHERE IS” basis. Seller acknowledges that nothing set forth in this Section 3.29 or material made in Section 4.07 limits the rights that may be available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in under any other form in expectation of the transactions contemplated by this AgreementAncillary Agreements.

Disclaimer of Other Representations and Warranties. The Except for the representations and warranties set forth contained in this Article 3 are 6 and Article 7 (as modified by the only Disclosure Schedules), none of the Sellers, the Company, the Company Subsidiaries or any other Person makes any express or implied representation or warranty with respect the Sellers, the Company, any Company Subsidiary, or the Contemplated Transactions, and the Sellers, the Company and the Company Subsidiaries expressly disclaim any other representations and warranties or warranties, whether made by the Seller with respect to the BusinessSellers, the Purchased AssetsCompany, the Assumed Liabilities, the Shares, the Acquired any Company Subsidiary or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, Person (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their respective Affiliates, or any of their respective officers, directors, managers, employees, agents, representatives or stockholders will haveadvisors). Without limiting the generality of the foregoing except for the representations and warranties contained in this Article 6 and Article 7 (as modified by the Disclosure Schedules), the Sellers and the Company hereby expressly disclaim any other representation, warranty, projection, forecast, statement, or will be subject toinformation made, any Liability communicated, or indemnification obligation to the Purchaser furnished (orally or any other Person resulting from the distribution in writing) to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, (including any descriptive memorandaopinion, summary business descriptions or any information, documents projection or material made available advice that may heretofore have been or may hereafter be Made Available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain any “data rooms,” “management presentations, functional ,” or “break-out” discussionsout sessions”, responses in response to questions submitted by or on behalf of the Purchaser or in otherwise by any other form in expectation director, manager, officer, employee, agent, advisor, consultant, or representative of the transactions contemplated by Sellers, the Company or any of their respective Affiliates). Notwithstanding the foregoing provisions of this AgreementSection 6.8, nothing herein shall limit or otherwise restrict (not is it intended to limit or otherwise restrict) the rights or remedies of any party to this Agreement with respect to a Person’s fraud or intentional misrepresentation in connection with the subject matter of this Agreement (but not, for the avoidance of doubt, negligent misrepresentation).

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no representation or warranty, express or implied, at law or in equity, regarding the Acquired Assets, or any assets, liabilities or operations, including, without limitation, with respect to capacity, condition, design, fitness for any particular purpose, merchantability, operation or quality, and any such other representations or warranties are hereby expressly disclaimed. Seller expressly disclaims any representation or warranty, express, statutory, or implied, as to to: (i) the content, character, or nature of any matter whatsoever descriptive memorandum, report, brochure, chart, or statement prepared by third parties and relating to the Business, Debtor or the Purchased Acquired Assets; (ii) any estimates of the value of the Acquired Assets, the Assumed Liabilities, the Shares, or future revenues generated by the Acquired Company Assets; (iii) the condition, quality, suitability, prior use, or design of the Acquired Assets; (iv) the merchantability or fitness for a particular purpose of the Acquired Assets; (v) the validity, enforceability, restriction-free nature, or transferability of the Acquired Assets; (vi) the rights any licensee may have under 11 U.S.C. § 365(n);or (vii) any other matter relating materials or information that may have been made available or communicated to Buyer or its Affiliates, or their employees, agents, consultants, representatives, or advisors in connection with the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, or any of their respective officersdiscussion or presentation relating thereto. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT SELLER MAKES NO REPRESENTATION OR WARRANTY THAT THE ACQUIRED ASSETS VIOLATE OR INFRINGE ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT, directorsWHETHER SOUNDING IN PATENT, employeesCOPYRIGHT, agentsTRADE SECRET OR TRADEMARK, representatives or stockholders will haveWHETHER KNOWN OR UNKNOWN TO SELLER. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE ACQUIRED ASSETS ON AN “AS-IS, or will be subject toWHERE-IS” BASIS AND “WITH ALL FAULTS.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives ofTHE SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE ACQUIRED ASSETS, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this AgreementAND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.

Disclaimer of Other Representations and Warranties. The Except for the representations and warranties set forth contained in this Article 3 are Section 5 (subject to the only representations and warranties Schedules), none of Seller, any Seller Affiliates or any other Person has made by the or makes any other representation or warranty, written or oral, express or implied, at law or in equity, on behalf of Seller with respect to the Business, the Purchased Assets, the Assumed LiabilitiesLiabilities or Amnis, the Shares, the Acquired Company including any representation or any other matter relating warranty as to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express accuracy or implied, as to completeness of any matter whatsoever relating to information regarding the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Liabilities or any other matter relating Amnis furnished or made available to the transactions contemplated by this Agreement Buyer and its Representatives (including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to Buyer in the Purchaser or its Affiliates or representativesdata room, whether orally or in writing, in certain “data rooms,” other management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser presentations or in any other form in expectation of the transactions contemplated by hereby), or any representation or warranty arising from statute or otherwise in law. Except for the representations and warranties contained in this AgreementSection 5 (subject to the Schedules), Seller hereby disclaims all Liability and responsibility for all representations, warranties, projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to Buyer or any of Buyer’s Affiliates or any Representatives of Buyer or any of Buyer’s Affiliates. Without limiting the foregoing, Seller makes no representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, to Buyer or any of its Affiliates or any Representatives of Buyer or any of its Affiliates regarding the success, profitability or value of the Business, the Purchased Assets, the Assumed Liabilities or Amnis.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 Seller Representations are the only representations and warranties made by the Seller with respect to the Shares, the Business, the Purchased AssetsAcquired Companies, the Acquired Assets and the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased AssetsAcquired Companies, the Assumed Liabilities, Assets of the SharesAcquired Companies, the Acquired Company Assets or any other matter relating to the transactions contemplated by this Agreement Assumed Liabilities including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none no member of the SellerSeller Group, the Acquired Company, any of their Affiliates, or nor any of their respective officersRepresentatives or Affiliates, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or Purchaser, its Affiliates or representatives ofRepresentatives of the Purchaser, or the Purchaser’s use of, any information relating to the Shares, the Business, the Acquired Company or any other matter relating to Companies, the transactions contemplated by this AgreementAssets of the Acquired Companies, the Acquired Assets and the Assumed Liabilities, including any descriptive memoranda, summary business descriptions or any information, documents or material materials made available to the Purchaser or its Affiliates or representativesRepresentatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser Purchaser, due diligence reviews, or in any other form in expectation related the Contemplated Transactions, including during the negotiations of the transactions contemplated by this AgreementContemplated Transactions.

Disclaimer of Other Representations and Warranties. The Except for the representations and warranties of the Company expressly set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company 4 or in any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3Ancillary Document, (a) neither the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faultsCompany nor any of its Subsidiaries (nor any other Person) makes, and makes no or has made, any representation or warranty, express or implied, as to any matter whatsoever relating to the BusinessCompany, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company its Subsidiaries or any other matter relating to of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closinghereby, and (b) none no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty, express or implied, relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub or any of their Affiliates or the representatives of any of the Sellerforegoing as having been authorized by the Company or any of its Subsidiaries (or any other Person). Neither the Company nor any of its Subsidiaries (nor any other Person) has made any representation or warranty herein regarding any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or any of their Affiliates or the Acquired representatives of any of the foregoing 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 any of its Subsidiaries or the future business and operations of the Company and any of its Subsidiaries. Notwithstanding the foregoing, nothing in this Section 4.27 shall limit in any respect any remedy of Parent or any other Purchaser Indemnitee under, and in accordance with, this Agreement, or otherwise with respect to any claim related to fraud or intentional misrepresentation of the Company, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser its Subsidiaries or any other Person resulting from the distribution Person, in each case, subject to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or limitations set forth in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this AgreementArticle 10 hereof.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Companies or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Companies or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness of the Purchased Assets for any particular use or purpose, (ii) the operation of either Portion of the Business by the Purchaser after the applicable Closing for such Portion of the Business or the Business after the Phase II Closing in any manner or (iii) the probable success or profitability of either Portion of the Business by the Purchaser after the applicable Closing for such Portion of the Business or the Business after the Phase II Closing, and (b) other than pursuant to the indemnification obligations of the Seller set forth in Article 8 and Article 9, none of the Seller, the any Selling Affiliate, any Acquired Company, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company Companies or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Liabilities or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none other than the indemnification obligations of the SellerSeller set forth in Article 8 and any claims based on fraud, no member of the Acquired CompanySeller Group, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, [*] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission. summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller Sellers with respect to the BusinessProject, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Liabilities or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is Sellers are selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes make no warranty, express or implied, as to any matter whatsoever relating to the BusinessProject, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business Project by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business Project after the Closing, and (b) none other than the indemnification obligations of the SellerSellers set forth in Article 8, neither the Acquired Company, Sellers nor any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders stockholders, will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this AgreementProject, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS Article III OR AS EXPRESSLY SET FORTH IN ANY OTHER TRANSACTION DOCUMENT, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ANY OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. The representations Company acknowledges, for itself and warranties on behalf of the Sellers, that (i) except as expressly contained in Article V hereof or expressly set forth in this Article 3 are any other Transaction Document, none of Parent, the only representations and warranties Merger Subs or any other Person has made by or makes any other express or implied representation or warranty, either written or oral, at law or in equity on behalf of Parent, the Seller Merger Subs or their Affiliates, in respect of Parent, the Merger Subs, their Affiliates or any of their respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation purpose of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Sellerassets, the Acquired nature or extent of any liabilities, the prospects of Parent’s or its Affiliates’ business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding Parent, the Merger Subs or their Affiliates furnished to the Company, any of their Affiliates, Seller or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser Company, any Seller or its Affiliates or representatives, whether orally or any of their respective representatives in writing, in certain any “data rooms,” “virtual data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser presentations or in any other form in expectation of, or in connection with, the Mergers, or in respect of any other matter or thing whatsoever, and (ii) the transactions contemplated by Company has not relied on any representation or warranty of Parent, the Merger Subs or any other Person other than the representations and warranties contained in Article V of this AgreementAgreement or expressly set forth in any other Transaction Document (as applicable). Notwithstanding the foregoing, nothing in this Section 3.27 is intended to, and it shall not impede, impair, hinder or affect in any respect any claim based upon (A) Fraud whether such claim for Fraud arises from express representations or warranties contain in this Agreement or extra-contractual statements or omissions or (B) the terms of any other Transaction Document.

Disclaimer of Other Representations and Warranties. The Seller Representations and the representations and warranties set forth in this Article 3 the other Transaction Agreements (and in each certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto) are the only representations and warranties made by the Sellers or any other member of the Seller Group with respect to the Business, the Purchased AssetsAcquired Company, the Acquired Assets or the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3Agreement, any other Transaction Agreement or any certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto, (a) the Seller is Sellers are selling the Purchased Acquired Assets and the Shares to the Purchaser Group “as is” and “where is” and with all faults, and makes make no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the SharesAcquired Company, the Acquired Company Assets or any other matter relating to the transactions contemplated by this Agreement Assumed Liabilities including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser Group after the Closing Closings in any manner or (iii) the probable success or profitability of the Business after the ClosingClosings, and (b) none of the Seller, the Acquired CompanySellers, any other member of their Affiliatesthe Seller Group, or any of their respective officers, directors, employees, agents, representatives Representatives or stockholders Affiliates will have, have or will be subject to, to any Liability (other than any Liability for Fraud) or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or Purchaser, its Affiliates or representatives ofRepresentatives of the Purchaser, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to Company, the transactions contemplated by this AgreementAcquired Assets and the Assumed Liabilities, including any descriptive memoranda, analyses, reports, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representativesRepresentatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser Purchaser, due diligence reviews, or in any other form in expectation of the transactions contemplated Contemplated Transactions, including during the negotiations of the Contemplated Transactions, in each case other than any information delivered by the Sellers or any of their respective Affiliates pursuant to this Agreement, any other Transaction Agreement, any certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto, or the Seller Disclosure Schedule.

Disclaimer of Other Representations and Warranties. The representations and warranties Except as expressly set forth in this Article 3 are the only representations and warranties made III (as modified by the Disclosure Schedules), the certificates delivered pursuant to Section 2.3(a)(xi), Section 2.3(a)(xiii), Section 2.3(c) and Section 6.2(c) and the other Transaction Documents, no member of the Seller Group nor any Affiliate of any member of the Seller Group nor any of their respective officers, employees, agents or representatives makes or has made any representation or warranty, express or implied, at law or in equity, with respect to the Business, the Purchased AssetsTransferred Entities, the Assumed LiabilitiesTransferred Equity Interests or the Transferred Assets or the past, present or future condition of any of its assets, Liabilities or operations, or the past, current or future profitability or performance, individually or in the aggregate, of the Business the Transferred Entities, the Shares, Transferred Equity Interests or the Acquired Company Transferred Assets or any other matter relating to matter, and the transactions contemplated by this AgreementSeller, on behalf of itself and each other member of the Seller Group, specifically disclaims any such other representations or warranties. Except as specifically for the representations and warranties expressly set forth in this Article 3III (as modified by the Disclosure Schedules), (athe certificates delivered pursuant to Section 2.3(a)(xi), Section 2.3(a)(xiii), Section 2.3(c) and Section 6.2(c) and the other Transaction Documents, the Seller, on behalf of itself and each other member of the Seller is selling the Purchased Assets Group, hereby disclaims all liability and the Shares responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to the Purchaser “as is” and “where is” and with all faultsor any of the Purchaser’s Affiliates or any representatives of the Purchaser or any of its Affiliates, and including omissions therefrom. Without limiting the foregoing, no member of the Seller Group makes no warrantyany representation or warranty of any kind whatsoever, express or implied, as to any matter whatsoever relating to the Businesswritten or oral, the Purchased Assetsat law or in equity, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or of its Affiliates or any representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of its Affiliates regarding the success, profitability or value of the transactions contemplated by this AgreementTransferred Entities, the Transferred Equity Interests, the Transferred Assets or the Business.

Disclaimer of Other Representations and Warranties. (a) The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Purchased Assets, the Assumed LiabilitiesSeller, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company Business or any other matter relating to the transactions contemplated by this Agreement including or the other Operative Agreements (except in the case of the other Operative Agreements, for such representations or warranties made by the Seller that are expressly set forth in such other Operative Agreements with respect to the subject matter thereof). Except as to specifically set forth in this Article 3, the Purchaser acknowledges that (a) the Seller makes no other representation or warranty concerning (i) merchantability the Purchased Assets, the Assumed Obligations, the Seller, the Business or fitness any other matter relating to the transactions contemplated by this Agreement and the other Operative Agreements (except in the case of the other Operative Agreements, for any particular use such representations or purpose, warranties made by the Seller that are expressly set forth in such other Operative Agreements with respect to the subject matter thereof) or (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) other than the indemnification obligations set forth in Article 9, none of the Seller, the Acquired Company, any of their Affiliates, or any of its Affiliates and their respective officers, directors, employees, agents, representatives or stockholders will and shareholders shall have, or will shall be subject to, any Liability liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser or its Affiliates or any of their representatives of, or the Purchaser’s use of, any information relating to the Seller or the Business, the Acquired Company or any other matter relating to . In connection with the transactions contemplated by this Agreementin the Operative Agreements, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser has been represented by, and consulted with, legal counsel of its choice and the Purchaser and such counsel have read the Operative Agreements and have been given time to consider the Operative Agreements, understand the Operative Agreements, and, after such consideration and with such understanding, the Purchaser has or its Affiliates or representativeswill knowingly, whether orally or in writingfreely and without coercion entered into the Operative Agreements, in certain “data rooms,” management presentationsparticular, functional “breakthis Section 3.2 and Section 9.8. - 40 -out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. The Except for the representations and warranties set forth contained in Article 6 and this Article 3 are 7 (as modified by the only Disclosure Schedules), none of the Sellers, the Company, the Company Subsidiaries or any other Person makes any express or implied representation or warranty with respect the Sellers, the Company, any Company Subsidiary, or the Contemplated Transactions, and the Sellers, the Company and the Company Subsidiaries expressly disclaim any other representations and warranties or warranties, whether made by the Seller with respect to the BusinessSellers, the Purchased AssetsCompany, the Assumed Liabilities, the Shares, the Acquired any Company Subsidiary or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, Person (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their respective Affiliates, or any of their respective officers, directors, managers, employees, agents, representatives or stockholders will haveadvisors). Without limiting the generality of the foregoing, except for the representations and warranties contained in Article 6 and this Article 7 (as modified by the Disclosure Schedules), the Sellers and the Company hereby expressly disclaim any other representation, warranty, projection, forecast, statement, or will be subject toinformation made, any Liability communicated, or indemnification obligation to the Purchaser furnished (orally or any other Person resulting from the distribution in writing) to the Purchaser or its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement, (including any descriptive memorandaopinion, summary business descriptions or any information, documents projection or material made available advice that may heretofore have been or may hereafter be Made Available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain any “data rooms,” “management presentations, functional ,” or “break-out” discussionsout sessions”, responses in response to questions submitted by or on behalf of the Purchaser or in otherwise by any other form in expectation director, manager, officer, employee, agent, advisor, consultant, or representative of the transactions contemplated by Sellers, the Company or any of their respective Affiliates). Notwithstanding the foregoing provisions of this AgreementSection 7.28, nothing herein shall limit or otherwise restrict (nor is it intended to limit or otherwise restrict) the rights or remedies of any party to this Agreement with respect to a Person’s fraud or intentional misrepresentation in connection with the subject matter of this Agreement (but not, for the avoidance of doubt, negligent misrepresentation).

Disclaimer of Other Representations and Warranties. The representations and warranties THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 4 ARE THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY THE PURCHASER WITH RESPECT TO THE PURCHASER AND/OR ANY OTHER MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 4, THE PURCHASER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE PURCHASER AND/OR ANY OTHER MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY OTHER REPRESENTATION OR WARRANTY IS EXPRESSLY DISCLAIMED. Other than the indemnification obligations of the Purchaser set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the BusinessIndemnification Articles, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired CompanyPurchaser, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser Sellers or any other Person resulting from the distribution to the Purchaser Sellers or its their Affiliates or representatives of, or the Purchaser’s Sellers' use of, any information relating to the Business, the Acquired Company Purchaser or any other matter relating to the transactions contemplated by this Agreementof its Affiliates, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser Sellers or its their Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentationsany form, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. The Seller Representations and the representations and warranties set forth in this Article 3 the other Transaction Agreements (and in each certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto) are the only representations and warranties made by the Sellers or any other member of the Seller Group with respect to the Business, the Purchased AssetsAcquired Company, the Acquired Assets or the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3Agreement, any other Transaction Agreement or any certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto, (a) the Seller is Sellers are selling the Purchased Acquired Assets and the Shares to the Purchaser Group “as is” and “where is” and with all faults, and makes make no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the SharesAcquired Company, the Acquired Company Assets or any other matter relating to the transactions contemplated by this Agreement Assumed Liabilities including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser Group after the Closing Closings in any manner or (iii) the probable success or profitability of the Business after the ClosingClosings, and (b) none of the Seller, the Acquired CompanySellers, any other member of their Affiliatesthe Seller Group, or any of xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1002638/000100263816000084/exhibit21.htm 41/134 their respective officers, directors, employees, agents, representatives Representatives or stockholders Affiliates will have, have or will be subject to, to any Liability (other than any Liability for Fraud) or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or Purchaser, its Affiliates or representatives ofRepresentatives of the Purchaser, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to Company, the transactions contemplated by this AgreementAcquired Assets and the Assumed Liabilities, including any descriptive memoranda, analyses, reports, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representativesRepresentatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-outbreak­out” discussions, responses to questions submitted on behalf of the Purchaser Purchaser, due diligence reviews, or in any other form in expectation of the transactions contemplated Contemplated Transactions, including during the negotiations of the Contemplated Transactions, in each case other than any information delivered by the Sellers or any of their respective Affiliates pursuant to this Agreement, any other Transaction Agreement, any certificate delivered by any member of the Seller Group or any of their respective Representatives pursuant hereto or thereto, or the Seller Disclosure Schedule.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 Seller Representations are the only representations and warranties made by the Seller or any other member of the Seller Group with respect to the Business, the Purchased AssetsAcquired Companies, the Acquired Assets or the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3Agreement or any other Transaction Agreement, (a) the Seller is selling the Purchased Acquired Assets and the Shares to the Purchaser Group “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities, the SharesAcquired Companies, the Acquired Company Assets or any other matter relating to the transactions contemplated by this Agreement Assumed Liabilities including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser Group after the Closing Closings in any manner or (iii) the probable success or profitability of the Business after the ClosingClosings, and (b) none of the Seller, any other member of the Acquired Company, any of their AffiliatesSeller Group, or any of their respective officers, directors, employees, agents, representatives Representatives or stockholders Affiliates will have, have or will be subject to, to any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or Purchaser, its Affiliates or representatives ofRepresentatives of the Purchaser, or the Purchaser’s use of, any information relating to the Business, the Acquired Company or any other matter relating to Companies, the transactions contemplated by this AgreementAcquired Assets and the Assumed Liabilities, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representativesRepresentatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser Purchaser, due diligence reviews, or in any other form in expectation of the transactions contemplated by this Agreement.Contemplated Transactions, including during the negotiations of the Contemplated Transactions. MASTER ACQUISITION AGREEMENT

Disclaimer of Other Representations and Warranties. The Apart from the specific representations and warranties set forth in this Article 3 are the only representations and warranties made by the above, Seller with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Shares, the Acquired Company or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Purchased Assets and the Shares to the Purchaser “as is” and “where is” and with all faults, and makes no representation or warranty, express or implied, at law or in equity, regarding the Acquired Assets (including, without limitation, the Acquired Intellectual Property and Assumed Contracts) or any assets, liabilities or operations, including, without limitation, with respect to capacity, condition, design, fitness for any particular purpose, merchantability, operation or quality, and any such other representations or warranties are hereby expressly disclaimed. Apart from the specific representations set forth above, Seller expressly disclaims any representation or warranty, express, statutory, or implied, as to to: (i) the content, character, or nature of any matter whatsoever descriptive memorandum, report, brochure, chart, or statement relating to the Business, Debtors or the Purchased Acquired Assets; (ii) any estimates of the value of the Acquired Assets, the Assumed Liabilities, the Shares, or future revenues generated by the Acquired Company Assets; (iii) the condition, quality, suitability, prior use, or design of the Acquired Assets; (iv) the merchantability or fitness for a particular purpose of the Acquired Assets; (v) the validity, enforceability, restriction-free nature, or transferability of: (x) the Acquired Intellectual Property; and (y) any trademarks, copyrights, patents, domain names, or any other matter relating Intellectual Property used by the Debtors in their business, including, but not limited to, any software used in the business; (vi) the rights any licensee may have under 11 U.S.C. § 365(n); or (vii) any other materials or information that may have been made available or communicated to Buyer or its Affiliates, or their employees, agents, consultants, representatives, or advisors in connection with the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, the Acquired Company, any of their Affiliates, or any of their respective officersdiscussion or presentation relating thereto. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT SELLER MAKES NO REPRESENTATION OR WARRANTY, directorsAND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED REPRESENTATIONS AND WARRANTIES, employeesWITH RESPECT TO THE ACQUIRED ASSETS, agentsAND WITHOUT LIMITATION THE ACQUIRED INTELLECTUAL PROPERTY, representatives or stockholders will haveINCLUDING, or will be subject toBUT NOT LIMITED TO, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives ofANY WARRANTY THAT USE OF THE ACQUIRED ASSETS WILL NOT INFRINGE UPON, or the Purchaser’s use ofVIOLATE OR MISAPPROPRIATE ANY PATENT, any information relating to the BusinessCOPYRIGHT, the Acquired Company or any other matter relating to the transactions contemplated by this AgreementTRADEMARK, including any descriptive memorandaTRADE SECRET, summary business descriptions or any informationOR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF A THIRD PARTY. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE ACQUIRED ASSETS ON AN “AS-IS, documents or material made available to the Purchaser or its Affiliates or representativesWHERE-IS” BASIS AND “WITH ALL FAULTS” IN SUCH CONDITION AT CLOSING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, whether orally or in writingTHE SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE ACQUIRED ASSETS, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this AgreementAND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.

Disclaimer of Other Representations and Warranties. The representations and warranties set forth in this Article 3 5 are the only representations and warranties made by the Seller with respect to the BusinessSeller, Newco, the Purchased AssetsSubsidiary, the Assumed Liabilities, the Shares, the Acquired Company Newco Shares or any other matter relating to the contemplated transactions contemplated by this Agreementexcept as set forth in Ancillary Agreements. Except as specifically set forth in this Article 35 or other provisions in this Agreement or the Ancillary Agreements, (a) the Seller is selling the Purchased Assets and the Newco Shares to the Purchaser “as is” and “where is” and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the BusinessSeller, Newco, the Purchased AssetsSubsidiary, the Assumed Liabilities, the Shares, the Acquired Company Newco Shares or any other matter relating to the contemplated transactions contemplated by this Agreement including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Transferred Business by the Purchaser Buyer after the Closing in any manner or (iii) the probable success or profitability of the Transferred Business after the Closing, and (b) other than the indemnification obligations of Seller set forth in Article 13 or other provisions in this Agreement, none of the Seller, the Acquired CompanySubsidiary, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser Buyer or any other Person resulting from the distribution to the Purchaser Buyer or its Affiliates or representatives Representatives of, or the PurchaserBuyer’s use of, any information relating to the BusinessNewco Shares, Seller, the Acquired Company Subsidiary or any other matter relating to the transactions contemplated by this Agreementof their Affiliates, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser Buyer or its Affiliates or representativesRepresentatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser Buyer or in any other form in expectation of the transactions contemplated by this Agreementtransactions.