Common use of Exclusivity of Representations and Warranties Clause in Contracts

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules), each of Parent and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV 4 (as modified by the Parent Company Disclosure Schedules)Schedule) or in the Company Officer’s Certificate, each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule) or in the Company Officer’s Certificate, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by to Parent, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)5, each of Parent and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Parent, Merger Sub, their respective affiliatesAffiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of neither Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyAcquiror, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither Company nor any other person on behalf of Parent or Merger Sub Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Acquiror, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Acquiror, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) and any Ancillary Agreement, each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement and any Ancillary Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent SPAC Disclosure SchedulesSchedule), each of Parent and Merger Sub SPAC hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Merger Sub, their respective affiliates, its affiliates and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its Merger Sub, their respective affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubSPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement or any certificate delivered by SPAC pursuant to this Agreement, none of Parent, Merger Sub nor SPAC and any other person on behalf of Parent or Merger Sub has made or makesSPAC have not made, and does not make, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except Notwithstanding the delivery or disclosure to the Sunergy Parties, or any of their respective affiliates or Representatives, of any documentation or other information (including any financial projections or other supplemental data), except as otherwise expressly provided in this Article IV V (as modified by the Parent SPAC Disclosure Schedules)Schedule) or any Ancillary Agreement, neither SPAC nor OpCo, or any other person makes, and each of Parent SPAC and Merger Sub OpCo hereby expressly disclaims and negates, any other express or implied representation or warranty of any kind or nature whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesSPAC or OpCo, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information or materials made available to the CompanySunergy Parties, its their affiliates or any of their respective Representatives by, or on behalf of, Parent SPAC or Merger SubOpCo, its management or its Representatives, or others in connection with this Agreement, the Transaction Documents, and the Transactions contemplated hereby, any such representations or warranties are expressly disclaimed, and no statement contained in any such materials or information shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any Sunergy Party or any of their respective affiliates or Representatives, in executing, delivering and performing this Agreement, the Transaction Documents or the Transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by or on behalf of SPAC or OpCo pursuant to Section 8.03(c), or in any Ancillary Agreement, none of Parentneither SPAC nor OpCo, Merger Sub nor any and no other person on behalf of Parent SPAC or Merger Sub OpCo has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Subto the Sunergy Parties, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent SPAC or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing)OpCo, whether or not included in any management presentation or in any other information made available by Parent, Merger Subto the Sunergy Parties, their respective affiliates or any of their respective Representatives Representatives, or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub (a) the Company hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of the Company Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company or any of the Company Subsidiaries as conducted after the Closing or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates or any of their respective Representatives by, by or on behalf of, Parent or Merger Subof the Company, and any such representations or warranties are expressly disclaimed, and (b) neither the Company nor any of its Affiliates or any of their respective Representatives shall be liable in respect of the accuracy or completeness of any information provided to Parent, its Affiliates or any of their respective Representatives. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makesmakes or has been authorized to make, any representation or warranty, whether express or implied, including with respect to any projections, forecasts, estimates or budgets made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent the Company and Merger Sub Company Subsidiaries hereby expressly disclaims disclaim and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, the Company and Company Subsidiaries and their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyHCIC, its affiliates or any of their respective Representatives by, or on behalf of, Parent the Company or Merger SubCompany Subsidiaries, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule) or in the Company Officer’s Certificate, none of Parentthe Company, Merger Sub nor any Company Subsidiary, or any other person on behalf of Parent the Company or Merger Sub any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto HCIC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto HCIC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided Notwithstanding the delivery or disclosure to SPAC or the Company or any of their respective Representatives of any documentation or other information (including financial projections or other supplemental data) the representations of Pubco, Merger Sub I and Merger Sub II in this Article IV (as modified by VI constitute the Parent Disclosure Schedules)sole and exclusive representations and warranties of Pubco, each of Parent Merger Sub I and Merger Sub II in connection with the transactions contemplated hereby expressly disclaims and negatesexcept for the representations of Pubco, Merger Sub I and Merger Sub II in this Article VI, none of Pubco, Merger Sub I or Merger Sub II have made any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubco, Merger SubSub I or Merger Sub II, their respective affiliatesrespectively, and including any matter relating implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of themthe assets of Pubco, Merger Sub I or Merger Sub II or the transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (x) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided or made available by either of Pubco or the Merger Subs or their affairs, the condition, value respective Affiliates or quality Representatives in expectation of the assetsTransactions, liabilitiesincluding meetings, calls or correspondence with management of any of SPAC or the Company, and (y) any relating to the future or historical business, condition (financial condition or otherwise), results of operations, prospects, assets or with respect to liabilities of Pubco or either of the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives byMerger Subs, or on behalf ofthe quality, Parent quantity or Merger Sub, and any such representations condition of Pubco or warranties are expressly disclaimed. Without limiting the generality either of the foregoing, except as expressly set forth in this Agreement, none of ParentMerger Subs) are specifically disclaimed by Pubco, Merger Sub nor any other person on behalf of Parent or I and Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimedII.

Exclusivity of Representations and Warranties. Except Notwithstanding the delivery or disclosure to any of Sponsor, SPAC or OpCo, or any of their respective affiliates or Representatives, of any documentation or other information (including any financial projections or other supplemental data), except as otherwise expressly provided in this Article IV III (as modified by the Parent Company Disclosure Schedules)Schedule) or any Ancillary Agreement, none of the Company or any Company Subsidiary makes, and the Company and each of Parent and Merger Sub Company Subsidiary hereby expressly disclaims and negates, any other express or implied representation or warranty of any kind or nature whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesthe Company or the Company Subsidiaries, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information or materials made available to the CompanySponsor, its SPAC or OpCo, their affiliates or any of their respective Representatives by, or on behalf of, Parent the Company or Merger Subany Company Subsidiary, their respective management or Representatives, or others in connection with this Agreement, the Transaction Documents, and the Transactions contemplated hereby, any such representations or warranties are expressly disclaimed, and no statement contained in any such materials or information shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any of Sponsor, SPAC or OpCo, or any of their respective affiliates or Representatives, in executing, delivering and performing this Agreement, the Transaction Documents or the Transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule), the certificate delivered on behalf of the Company pursuant to Section 8.02(d), or any Ancillary Agreement, none of Parentthe Company and the Company Subsidiaries have not and do not, Merger Sub nor any and no other person on behalf of Parent the Company or Merger Sub the Company Subsidiaries has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Sponsor, Merger SubSPAC or OpCo, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent any the Company or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing)Company Subsidiary, whether or not included in any management presentation or in any other information made available by Parentto Sponsor, Merger SubSPAC or OpCo, their respective affiliates or any of their respective Representatives Representatives, or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent PubCo, First Merger Sub and Second Merger Sub hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubCo, First Merger Sub, Sub and Second Merger Sub and their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyHCIC, its affiliates or any of their respective Representatives by, or on behalf of, Parent PubCo, First Merger Sub or Second Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of ParentPubCo, First Merger Sub or Second Merger Sub nor any other person on behalf of Parent PubCo, First Merger Sub or Second Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto HCIC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent PubCo, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto HCIC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV VI (as may be modified by the Parent HCIC Disclosure SchedulesSchedule), each of Parent and Merger Sub HCIC hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective HCIC and its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its PubCo, First Merger Sub or Second Merger Sub, their respective affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubHCIC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as may be modified by the HCIC Disclosure Schedule) or in the HCIC Officer’s Certificate, none of Parent, Merger Sub neither HCIC nor any other person on behalf of Parent or Merger Sub thereof has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, PubCo, First Merger Sub or Second Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent HCIC, the Company, PubCo, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, PubCo, First Merger Sub, Second Merger Sub, their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 8.02(c), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyNGA, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto NGA, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto NGA, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent Pubco, First Merger Sub and Second Merger Sub hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubco, First Merger Sub and Second Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyPurchaser, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent Pubco, First Merger Sub or Second Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of ParentPubCo, First Merger Sub or Second Merger Sub nor any other person on behalf of Parent PubCo, First Merger Sub or Second Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent PubCo, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except Notwithstanding the delivery or disclosure to any of Sponsor, SPAC or OpCo, or any of their respective affiliates or Representatives, of any documentation or other information (including any financial projections or other supplemental data), except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) or any Ancillary Agreement, no Seller makes, and each of Parent and Merger Sub Seller hereby expressly disclaims and negates, any other express or implied representation or warranty of any kind or nature whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatessuch Seller, and any matter relating to any of them, them (including but not limited to their affairs, ownership in or relationship to the condition, value or quality Company and Company Subsidiaries and with respect to any business of the assets, liabilities, financial condition Company or results of operationsCompany Subsidiaries or otherwise), or with respect to the accuracy or completeness of any other information or materials made available to the CompanySponsor, its SPAC or OpCo, their respective affiliates or any of their respective Representatives by, or on behalf of, Parent such Seller, its management (if applicable) or Merger Subits Representatives, or others in connection with this Agreement, the Transaction Documents, and the Transactions contemplated hereby, any such representations or warranties are expressly disclaimed, and no statement contained in any such materials or information shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by any of Sponsor, SPAC or OpCo, or any of their respective affiliates or Representatives, in executing, delivering and performing this Agreement, the Transaction Documents or the Transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, except as expressly set forth in this AgreementAgreement (as modified by the Company Disclosure Schedule), none of Parentno Seller, Merger Sub nor any and no other person on behalf of Parent or Merger Sub any Seller has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Sponsor, Merger SubSPAC or OpCo, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent any Seller, the Company or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing)Company Subsidiary, whether or not included in any management presentation or in any other information made available by Parentto Sponsor, Merger SubSPAC or OpCo, their respective affiliates or any of their respective Representatives Representatives, or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV 6 (as modified by the Parent Disclosure SchedulesSchedule), each of Parent and Merger Sub Purchaser hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, Parent and the Parent Subsidiaries and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective its Affiliates or Representatives by, or on behalf of, of Parent or Merger Sub, and the Parent Subsidiaries and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement or in any certificate delivered by Parent pursuant to this Agreement, none of Parent, Merger Sub nor any other person on behalf of Parent the Purchaser, their respective Affiliates or Merger Sub has Representatives have made or makes, any representation or warranty, whether express or implied, including with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates to the Company or any of their respective its Affiliates or Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 8.02(c), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySwitchback, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Switchback, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Switchback, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent SPAC Disclosure SchedulesSchedule), each of Parent SPAC and Merger Sub OpCo hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesSPAC and OpCo, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyBluescape Parties, its their affiliates or any of their respective Representatives by, or on behalf of, Parent SPAC or Merger SubOpCo or any their respective subsidiaries, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by SPAC or OpCo pursuant to this Agreement, none of ParentSPAC and OpCo have not and do not, Merger Sub nor any and no other person on behalf of Parent the SPAC or Merger Sub OpCo has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Subto the Bluescape Parties, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent SPAC or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing)OpCo, whether or not included in any management presentation or in any other information made available by Parent, Merger Subto the Bluescape Parties, their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed. Nothing in this Section 4.19 shall limit any claim or cause of action (or recovery therewith) with respect to fraud.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)IV, each of Parent and Merger Sub hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, and any matter matters relating to any of themit, including their its affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Mxxxxx Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, neither Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, warranty with respect to any projections, forecasts, estimates or budgets made available by Parentto the SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Subthe Company or any Company Subsidiary, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent Company or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimeddisclaimed and none of SPAC or Merger Sub shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties, except those representations or warranties set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither the Company or any Company Subsidiary nor any other person on behalf of Parent Company or Merger Sub any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent SPAC Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by SPAC and Merger Sub pursuant to Section 8.03(c), each of Parent SPAC and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its Holdings, any of their respective affiliates or any of their respective Representatives by, or on behalf of, Parent or SPAC and Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by the Company or Holdings pursuant to Section 8.03(c) of this Agreement, none of ParentSPAC, Merger Sub nor any other person on behalf of Parent SPAC or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger SubHoldings, any of their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent SPAC or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger SubHoldings, any of their respective affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySpartan, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither Company nor any other person on behalf of Parent or Merger Sub Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Spartan, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Spartan, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided Notwithstanding the delivery or disclosure to any Buyer Related Persons of any documentation or other information, the representations and warranties made in this Article IV (as modified by are the Parent Disclosure Schedules)exclusive representations and warranties of any kind or nature, each of Parent and Merger Sub hereby expressly disclaims and negates, any other express or implied representation implied, of Sellers or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesRepresentatives as to the Interests, and any matter relating businesses or assets (including as to any of them, including their affairs, the condition, value or quality thereof) of the assetsGroup Companies, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of and Sellers hereby specifically disclaim any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimedwarranties. Without limiting the generality of the foregoing, except none of Sellers or any of their respective Representatives has made any representation or warranty with respect to any projections, forecasts, plans, budgets or other estimates of future revenues, expenses, results of operations, cash flows or financial condition, or any component of any of the foregoing, of Sellers or the Group Companies. Each Seller acknowledges, represents, warrants and agrees, on behalf of itself and its Affiliates, that (i) other than as expressly set forth in this Agreement, none of Parent, Merger Sub nor any other person on behalf of Parent no Buyer Related Person makes or Merger Sub has made or makes, any representation or warranty, whether either express or implied, with respect as to the accuracy or completeness of any information provided or made available to any projectionsSeller, forecasts, estimates or budgets made available by Parent, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues(the “Seller Related Persons”) in connection with the Transactions, future results of operations and (ii) no Seller Related Person shall have any claim against any Buyer Related Person resulting from any information provided or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Sub, their respective affiliates or to any of their respective Representatives or any other personSeller Related Person, and that any such representations or warranties are claim is hereby expressly disclaimedwaived.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV III (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent the Bluescape Parties and Merger Sub each Company Subsidiary hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Bluescape Parties, Merger Sub, their respective affiliatesthe Company Subsidiaries, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent the Bluescape Parties or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by any Bluescape Party pursuant to this Agreement, none of Parentthe Bluescape Parties and the Company Subsidiaries have not and do not, Merger Sub nor any and no other person on behalf of Parent the Bluescape Parties or Merger Sub the Company Subsidiaries has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent any Bluescape Party or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing)Company Subsidiary, whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed. Nothing in this Section 3.24 shall limit any claim or cause of action (or recovery therewith) with respect to fraud.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent Pubco, First Merger Sub and Second Merger Sub hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubco, First Merger Sub and Second Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyPurchaser, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent Pubco, First Merger Sub or Second Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of ParentPubCo, First Merger Sub or Second Merger Sub nor any other person on behalf of Parent PubCo, First Merger Sub or Second Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent PubCo, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV 5 (as modified by the Parent SPAC Disclosure SchedulesSchedule or the SPAC SEC Reports), each of Parent SPAC, New Holdco and Merger Sub New SPAC hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Merger SubNew Holdco and New SPAC, their respective affiliatesAffiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates Seller, their Affiliates or any of their respective Representatives by, or on behalf of, Parent SPAC, New Holdco or Merger SubNew SPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule or the SPAC SEC Reports) or in any certificate delivered by SPAC, New Holdco or New SPAC pursuant to this Agreement, none of ParentSPAC, Merger Sub New Holdco or New SPAC, nor any other person Person on behalf of Parent SPAC, New Holdco or Merger Sub New SPAC, has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger SubSeller, their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent SPAC, New Holdco or Merger Sub New SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger SubSeller, their respective affiliates Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent and Merger Sub hereby expressly disclaims and negates, and SPAC agrees that it has not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the SPAC agrees that it has not relied on, and none of Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimed.disclaimed and the SPAC agrees that it has not relied on any representations or warranties not set forth in this Article V.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Subthe Company Subsidiaries, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates or any of their respective Representatives by, or on behalf of, Parent the Company or Merger Subthe Company Subsidiaries, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentneither Company, Merger Sub the Company Subsidiaries nor any other person on behalf of Parent the Company or Merger Sub the Company Subsidiaries has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by (orally or in writing) to Parent, Merger Sub, their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates NewCo, Merger Sub, their respective Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person Person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, NewCo, Merger Sub, their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, NewCo, Merger Sub, their respective affiliates Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub (a) the Company hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of the Company Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of the Company or any of the Company Subsidiaries as conducted after the Closing or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates or any of their respective Representatives by, by or on behalf of, Parent or Merger Subof the Company, and any such representations or warranties are expressly disclaimed, and (b) neither the Company nor any of its Affiliates or any of their respective Representatives shall be liable in respect of the accuracy or completeness of any information provided to Parent, its Affiliates or any of their respective Representatives. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makesmakes or has been authorized to make, any representation or warranty, whether express or implied, including with respect to any projections, forecasts, estimates or budgets made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent MergeCo and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentMergeCo, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives representatives by, or on behalf of, Parent the MergeCo or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of ParentMergeCo, Merger Sub nor any other person on behalf of Parent MergeCo or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the MergeCo or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in Article III and this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent Xxxxxx and Merger Sub hereby expressly disclaims and negates, and SPAC agrees that it has not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the SPAC agrees that it has not relied on, and none of Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimed.disclaimed and the SPAC agrees that it has not relied on any representations or warranties not set forth in this Article V.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) and the representations and warranties as may be provided in the Ancillary Agreements, each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the their respective assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubCompany, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule), in the Company Officer’s Certificate or as set forth in any Ancillary Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by to Parent, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub any of its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV III (as modified by the Parent Seller Disclosure SchedulesSchedule), each of Parent and Merger Sub Seller hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSeller, Merger Subthe Company, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubSeller, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Seller Disclosure Schedule) or in any certificate delivered by Seller pursuant to this Agreement, none of Parent, Merger Sub neither Seller nor any other person Person on behalf of Parent or Merger Sub Seller has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent Pubco, First Merger Sub and Second Merger Sub hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubco, First Merger Sub and Second Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyPurchaser, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent Pubco, First Merger Sub or Second Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of ParentPubco, First Merger Sub or Second Merger Sub nor any other person on behalf of Parent Pubco, First Merger Sub or Second Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent Pubco, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Purchaser, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) or in any other Ancillary Agreement, each of Parent and Merger Sub the Company hereby expressly disclaims disclaim and negatesnegate, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Subthe Company, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Suband the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of neither Parent, Merger Sub the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent Holdco, the Company or Merger Sub any of its subsidiaries (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)IV, each of Parent and Merger Sub SPAC hereby expressly disclaims and negates, and Company, Parent and Merger Sub agree that they have not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Merger Sub, their its respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its Parent or Merger Sub, their respective affiliates or any of their respective Representatives representatives by, or on behalf of, Parent or Merger SubSPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentthe Company, Parent and Merger Sub agree that they have not relied on, and neither SPAC, nor any other person on behalf of Parent or Merger Sub SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Parent or Merger Sub, their respective affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Parent or Merger Sub, their respective affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimeddisclaimed and the Company, Parent and Merger Sub agree that they have not relied on any representations or warranties not set forth in this Article IV.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV 3 (as modified by the Parent Seller Disclosure SchedulesSchedule), each of Parent and Merger Sub Seller hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSeller, Merger Subthe Company, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubSeller, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Seller Disclosure Schedule) or in any certificate delivered by Seller pursuant to this Agreement, none of Parent, Merger Sub neither Seller nor any other person Person on behalf of Parent or Merger Sub Seller has made or makes, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent Company Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 9.02(c), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyLOKB, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto LOKB, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto LOKB, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Parent, Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of neither Parent, Merger Sub nor any other person on behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyPC3, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimeddisclaimed and none of PC3, NewPubco or Merger Sub shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties, except those representations or warranties set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto PC3, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto PC3, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Subthe Company or any Company Subsidiary, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyGAMC, its affiliates or any of their respective Representatives by, or on behalf of, Parent the Company or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimeddisclaimed and none of GAMC or Merger Sub shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties, except those representations or warranties set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither the Company or any Company Subsidiary nor any other person on behalf of Parent the Company or Merger Sub any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto GAMC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto GAMC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV III (as modified by the LG Parent Disclosure SchedulesSchedule), each of LG Parent and Merger Sub hereby expressly disclaims and negates, negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to LG Parent, Merger Sub, their respective affiliatesStudioCo or the Studio Entities, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to SEAC, the CompanySEAC Entities, its affiliates their respective Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger SubLG Parent, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the LG Parent Disclosure Schedule) or in any certificate delivered by LG Parent pursuant to this Agreement, none of Parent, Merger Sub neither LG Parent nor any other person Person on behalf of LG Parent or Merger Sub has made or makes, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SEAC, Merger Subthe SEAC Entities, their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of LG Parent or Merger Sub the Studio Business (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SEAC, Merger Subthe SEAC Entities, their respective affiliates Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, the Company Subsidiaries and their respective affiliatesAffiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent Company or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimeddisclaimed and none of SPAC or Newco shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties, except those representations or warranties set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentneither Company, Merger Sub any Company Subsidiary nor any other person Person on behalf of Parent Company or Merger Sub any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by III and Article V, the Parent Disclosure Schedules), each of Parent and Merger Sub Company hereby expressly disclaims and negates, and SPAC, Parent and Merger Sub agree that they have not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its Parent and Merger Sub, their respective affiliates or any of their respective Representatives representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentthe SPAC, Parent and Merger Sub agree that they have not relied on, and neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Parent and Merger Sub, their respective affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Parent and Merger Sub, their respective affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimeddisclaimed and SPAC, Parent and Merger Sub agree that they have not relied on any representations or warranties not set forth in this Article III.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent PC3 Disclosure SchedulesSchedule), each of Parent and Merger Sub PC3 hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe PC3, NewPubco or Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent PC3, NewPubco or Merger Sub, and any such representations or warranties are expressly disclaimeddisclaimed and the Company shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties, except those representations or warranties set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither PC3 nor any other person on behalf of Parent or Merger Sub PC3 has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent PC3, NewPubco or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent Disclosure Schedules)Schedule) and the representations and warranties as may be provided in the Ancillary Agreements, each of Parent and each Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the their respective assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or each Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Parent Disclosure Schedule), in the Parent Officer’s Certificate or as set forth in any Ancillary Agreement, none of Parent, either Merger Sub nor or any other person on their behalf of Parent or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub any of its Affiliates (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure Schedules)Schedule) or any certificate delivered by the Company pursuant to this Agreement, each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyAcquiror, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Article IV (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto Acquiror, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto Acquiror, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)V, each of Parent Pubco, First Merger Sub and Second Merger Sub hereby expressly disclaims disclaim and negates, negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentPubco, First Merger Sub and Second Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent Pubco, First Merger Sub or Second Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of ParentPubCo, First Merger Sub or Second Merger Sub nor any other person on behalf of Parent PubCo, First Merger Sub or Second Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent PubCo, First Merger Sub or Second Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent Athena Disclosure SchedulesSchedule), each of Parent Athena and Merger Sub hereby expressly disclaims disclaim and negatesnegate, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, either of Athena or Merger Sub, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates or any of their respective Representatives by, or on behalf of, Parent Athena or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, neither Athena or Merger Sub nor any other person on behalf of Parent Athena or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent Athena or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)IV, each of Parent and Merger Sub SPAC hereby expressly disclaims and negates, and Company, Parent and Merger Sub agree that they have not relied on, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Merger Sub, their its respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its Parent or Merger Sub, their affiliates or any of their respective Representatives representatives by, or on behalf of, Parent or Merger SubSPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentthe Company, Parent and Merger Sub agree that they have not relied on, and neither SPAC, nor any other person on behalf of Parent or Merger Sub SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Parent or Merger Sub, their respective affiliates or any of their respective Representatives representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Parent or Merger Sub, their respective affiliates or any of their respective Representatives representatives or any other person, and that any such representations or warranties are expressly disclaimeddisclaimed and the Company, Parent and Merger Sub agree that they have not relied on any representations or warranties not set forth in this Article IV.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Disclosure Schedules)VI, each of Parent NewCo and Merger Sub hereby expressly disclaims disclaim and negatesnegate, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Merger Sub or NewCo, Merger Subas applicable, their respective affiliatesAffiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to SPAC, the Company, its affiliates their respective Affiliates or any of their respective Representatives by, or on behalf of, Parent or the Merger SubSub and NewCo, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, the Share Transfer Agreement or in any certificate delivered by the NewCo or Merger Sub pursuant to this Agreement, none of ParentNewCo, Merger Sub nor any other person Person on behalf of Parent NewCo or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parent, Merger Subto SPAC or the Company, their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent NewCo or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parent, Merger Subto SPAC or the Company, their respective affiliates Affiliates or any of their respective Representatives or any other personPerson, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Subthe Company or any Company Subsidiary, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyBAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent Company or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimeddisclaimed and none of BAC or Merger Sub shall have any claim with respect to their purported use of, or reliance on, any such representations and warranties, except those representations or warranties set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parent, Merger Sub neither the Company or any Company Subsidiary nor any other person on behalf of Parent Company or Merger Sub any Company Subsidiary has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto BAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the Company or Merger Sub any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto BAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV V (as modified by the Parent SPAC Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by SPAC, Holdings and Merger Sub pursuant to Section 8.02(d), each of Parent SPAC, Holdings and Merger Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to ParentSPAC, Holdings, Merger Sub, their respective affiliatesAffiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its affiliates any of their respective Affiliates or any of their respective Representatives by, or on behalf of, Parent or SPAC, Holdings and Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the SPAC Disclosure Schedule) or in any certificate delivered by the Company pursuant to Section 8.03(c) of this Agreement, none of ParentSPAC, Holdings, Merger Sub nor any other person on behalf of Parent SPAC, Holdings or Merger Sub has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto the Company, Merger Sub, any of their respective affiliates Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent SPAC, Holdings or Merger Sub (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto the Company, Merger Sub, any of their respective affiliates Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV III (as modified by the Parent Company Disclosure SchedulesLetter) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 7.03(d), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law law or in equity) with respect to Parentthe Company, Merger Sub, their respective affiliatesits Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilitiesLiabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyGF, its affiliates Affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto GF, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto GF, Merger Sub, their respective affiliates its Affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule) or in the corresponding representations and warranties contained in the certificate delivered by the Company pursuant to Section 8.02(c), each of Parent and Merger Sub the Company hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe Company, Merger Sub, their respective its affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent or Merger Subthe Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by the Company pursuant to this Agreement, none of Parent, Merger Sub neither the Company nor any other person on behalf of Parent or Merger Sub the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or Merger Sub the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent JC and Merger Sub New JC LLC hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent, Merger Subthe Company and the Company Subsidiaries, their respective affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanyParent, its affiliates or any of their respective Representatives by, or on behalf of, Parent JC or Merger SubNew JC LLC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, none of Parentneither JC, Merger Sub New JC LLC nor any other person on behalf of Parent JC or Merger Sub New JC LLC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent the JC, New JC LLC, any JC Subsidiary or Merger Sub any New JC Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by to Parent, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.

Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV III (as modified by the Parent Company Disclosure SchedulesSchedule), each of Parent the EVgo Parties and Merger Sub each Company Subsidiary hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parentthe EVgo Parties, Merger Sub, their respective affiliatesthe Company Subsidiaries, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, prospects, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the CompanySPAC, its affiliates or any of their respective Representatives by, or on behalf of, Parent the EVgo Parties or Merger Subany Company Subsidiary, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate delivered by any EVgo Party pursuant to this Agreement, none of Parentthe EVgo Parties and the Company Subsidiaries have not and do not, Merger Sub nor any and no other person on behalf of Parent the EVgo Parties or Merger Sub the Company Subsidiaries has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent any EVgo Party or Merger Sub any Company Subsidiary (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available by Parentto SPAC, Merger Sub, their respective its affiliates or any of their respective Representatives or any other person, and that any such representations or warranties are expressly disclaimed.