Common use of Inspection; No Other Representations Clause in Contracts

Inspection; No Other Representations. Each of Parent and Merger Sub is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, both Parent and Merger Sub acknowledge that the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Parent or Merger Sub or their counsel, accountants or advisors with respect to the Company, its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III of this Agreement. Parent and Merger Sub understand and agree that they have not relied upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of this Agreement.

Inspection; No Other Representations. Each of Parent and Merger Sub Buyer is an informed and sophisticated Personpurchaser, and has engaged expert advisors advisors, experienced in the evaluation and acquisition purchase of companies and businesses such as the Company, the Company Subsidiaries and its Subsidiaries the Business as contemplated hereunder. Each of Parent and Merger Sub Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it Buyer to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer agrees to accept the Shares without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to Seller, the Company or the Company Subsidiaries, except as expressly set forth in Article IV of this Agreement. Without limiting the generality of the foregoing, both Parent and Merger Sub acknowledge Buyer acknowledges that neither Seller, the Company does not make nor any of the Company Subsidiaries makes any representation or warranty with respect to (ia) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business, the Company and its the Company Subsidiaries or the future business and operations of the Business, the Company and its the Company Subsidiaries or (iib) any other information or documents made available to Parent Buyer or Merger Sub or their its counsel, accountants or advisors with respect to the Company, its the Company Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III IV of this Agreement. Parent In connection with Buyer’s investigation of the Company and Merger Sub understand the Company Subsidiaries, Seller has delivered, or made available to Buyer and agree that they have its Affiliates, agents and representatives, certain projections and other forecasts, including but not relied upon any express or implied representations or warranties limited to, projected financial statements, cash flow items and other data of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed the Company and the Company Subsidiaries relating to the Companybusiness of the Company and the Company Subsidiaries and certain business plan information of the Company and the Company Subsidiaries. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Buyer acknowledges that, without limiting the generality of Section 4.28, neither Seller nor any of its Subsidiariesrepresentatives, the Stockholders’ Representative, any Company Securityholder agents or any of their respective affiliates, except for the representations and warranties made by Affiliates (including the Company which are expressly set forth in Article III and the Company Subsidiaries) have made any representation or warranty with respect to such projections and other forecasts and plans. For the avoidance of doubt, this AgreementSection 5.11 shall not prevent or limit a cause of action based upon, or relieve any party from any liability on account of, Fraud.

Inspection; No Other Representations. Each of Parent and Merger Sub Party is an informed and sophisticated Personpurchaser, and has engaged expert advisors advisors, experienced in the evaluation and acquisition purchase of companies such as the Company and the Company Subsidiaries as contemplated hereunder and pursuant to the Ancillary Agreements. The Parent Parties have undertaken such investigation, have had an opportunity to request and have been provided with access to management of the Company and such documents, information, facilities, equipment, contracts and other assets of the Company and its Subsidiaries as contemplated hereunder. Each of Parent they have deemed adequate and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary sufficient to enable it them to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. In making its decision to enter into this Agreement and consummate the transactions contemplated hereby, each Parent Party has relied solely on its own investigation, analysis and evaluation of the Company and its Subsidiaries and the representations and warranties of the Company set forth in Article IV. The Parent Parties represent and warrant that they are entering into this Agreement and will consummate the transactions contemplated hereby without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, the Company Subsidiaries or any of their respective officers, directors, managers, members, stockholders, Affiliates, employees or representatives, except as expressly set forth in Article IV. Without limiting the generality of the foregoing, both each Parent Party acknowledges and Merger Sub acknowledge agrees (for itself and on behalf of its Affiliates and representatives) that (a) except as expressly set forth in Article IV (or in the Transmittal Documents executed and delivered by the Equityholders in accordance with this Agreement), none of the Company, the Company does not Subsidiaries or any of their respective officers, directors, managers, members stockholders, Affiliates, employees or representatives makes or has made or is authorized or has been authorized to make any representation or warranty warranty, express or implied, at law or in equity, in respect of the Company or the Company Subsidiaries, the capital stock or other equity interests or the assets of the Company or any of the Company Subsidiaries, including, without limitation, with respect to (i) their financial condition, business, operations, results of operations, properties, assets, liabilities or prospects, (ii) their merchantability or fitness for any particular purpose or (iii) the accuracy and completeness of any materials or information made available or otherwise provided in connection with this Agreement, including any projections, estimates or budgets delivered to or made available to any Parent Party or Merger Sub or any of their respective affiliates Affiliates (including for purposes of this Section, the EWS Family Shareholders) of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its the Company Subsidiaries or the future business and operations of the Company and its the Company Subsidiaries and (b) except as expressly set forth in this Agreement (or (ii) any other information or documents made available to Parent or Merger Sub or their counselin the Transmittal Documents executed and delivered by the Equityholders in accordance with this Agreement), accountants or advisors with respect to none of the Company, its the Company Subsidiaries or any of their respective businessesofficers, assetsdirectors, liabilities managers, members stockholders, Affiliates, employees or operationsrepresentatives will have or be subject to any liability or indemnification obligations to any Parent Party or any of their respective Affiliates (including for purposes of this Section, the EWS Family Shareholders) or representatives or to any other Person resulting from the distribution or use of, any information relating to the Company or any Company Subsidiary, including any information, documents or material made available to any Parent Party or any of their respective Affiliates (including for purposes of this Section, the EWS Family Shareholders) or representatives, whether orally or in writing, in management presentations, functional "break-out" discussions, responses to questions or requests submitted by or on behalf of any Parent Party or any of their respective Affiliates (including for purposes of this Section, the EWS Family Shareholders) or representatives or in any other form in consideration or investigation of the transactions contemplated by this Agreement. Any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to any Parent Party or any of their respective Affiliates (including for purposes of this Section 5.10, the EWS Family Shareholders) or representatives, including any materials or information made available in the electronic data room hosted by or on behalf of the Company in connection with the transactions contemplated hereby or in connection with presentations by the Company's management, are not and shall not be deemed to be or include representations or warranties, except as otherwise expressly set forth in Article III of IV (or in the Transmittal Documents executed and delivered by the Equityholders in accordance with this Agreement. Parent and Merger Sub understand and agree that they have not relied upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of this Agreement).

Inspection; No Other Representations. Each of Parent and Merger Sub Buyer is an informed and sophisticated Personpurchaser, and has engaged expert advisors advisors, experienced in the evaluation and acquisition purchase of companies such as the Company and its the Company Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub Buyer has undertaken such investigation and has been provided with and has have evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer agrees to accept the Shares without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to Seller or the Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, both Parent and Merger Sub acknowledge Buyer acknowledges that neither Seller nor the Company does not make any representation or warranty with respect to (ia) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its the Company Subsidiaries or the future business and operations of the Company and its the Company Subsidiaries or (iib) any other information or documents made available to Parent Buyer or Merger Sub or their its counsel, accountants or advisors with respect to the Company, its the Company Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III of contemplated by this Agreement. Parent In connection with Buyer’s investigation of the Company and Merger Sub understand each Company Subsidiary, Seller has delivered, or made available to Buyer and agree that they have its Affiliates, agents and representatives, certain projections and other forecasts, including but not relied upon any express or implied representations or warranties limited to, projected financial statements, cash flow items and other data of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed the Company and Company Subsidiaries relating to the Companybusiness of the Company and Company Subsidiaries and certain business plan information of the Company and Company Subsidiaries. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, Buyer acknowledges that, without limiting the generality of Section 4.24, neither Seller nor any of its Subsidiariesrepresentatives, the Stockholders’ Representative, any Company Securityholder agents or any of their respective affiliates, except for the representations and warranties made by Affiliates (including the Company which are expressly set forth in Article III of this Agreementand the Company Subsidiaries) have made any representation or warranty with respect to such projections and other forecasts and plans.

Inspection; No Other Representations. Each of Parent and Merger Sub is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the Sale Documents and the transactions contemplated herebyhereby and thereby. Without limiting the generality of the foregoing, both Parent The Buyer understands and Merger Sub acknowledge agrees that (a) it is acquiring the Company does not make any representation or warranty with respect to Shares (i) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of and therewith the Company and its Subsidiaries or and their businesses) based upon the future business Buyer’s own inspection, examination and operations determination of the Company all matters related thereto, and its Subsidiaries or (ii) any other information or documents made available to Parent or Merger Sub or their counsel, accountants or advisors with respect to the Company, its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III of this Agreement. Parent and Merger Sub understand and agree that they have not relied without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, Subsidiaries or the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are in Article 3 or Article 4 of this Agreement or in any other Sale Document, and (b) except as expressly set forth in Article III 3 or Article 4 or in any other Sale Document, neither the Company nor any Stockholder, nor any of their accountants, counsel or other representatives makes or has made any representation or warranty, express or implied, either written or oral, as to the accuracy or completeness of the information provided to the Buyer nor will any of them have any liability to the Buyer or its Affiliates relating to or resulting from the use of such information or any errors therein or omissions therefrom. The Buyer understands that neither the Stockholders nor any of their Affiliates, accountants, counsel or other representatives is acting as the Buyer’s broker or advisor in connection with the Buyer’s investment in the Company Shares. Notwithstanding the foregoing or anything to the contrary herein, (i) nothing in this Section 5.9 shall in any way limit any of the representations and warranties made by the Stockholders or the Company in Article 3 or Article 4 or any other Sale Document or any of the Stockholders pursuant to any of the Sale Documents or their respective indemnification obligations under Article 9, and (ii) the provisions of this AgreementSection 5.9 shall not, and shall not be deemed or construed to, waive or release any claims for fraud.

Inspection; No Other Representations. Each of Parent and Merger Sub is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Parent and Merger Sub have received all materials relating to the business of the Company and its Subsidiaries that they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Without limiting the generality of the foregoing, both each of Parent and Merger Sub acknowledge acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Parent or Merger Sub or their counsel, accountants or advisors with respect to the Company, its Subsidiaries or any of their respective businesses, assets, liabilities or operations, in each case of subclauses (i) and (ii) except as expressly set forth in Article III of this Agreement. Section 2, and (b) neither Parent and nor Merger Sub understand and agree that they have not has relied or will rely upon any express of the information described in subclauses (i) and (ii) of clause (a) above or implied any other information, representation or warranty, except those representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of Section 2 hereof, in negotiating, executing, delivering and performing this AgreementAgreement and the transactions contemplated hereby.

Inspection; No Other Representations. Each of Parent Acquiror and Merger Sub is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent Acquiror and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, both Parent Acquiror and Merger Sub acknowledge that the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent Acquiror or Merger Sub or their respective affiliates Affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Parent Acquiror or Merger Sub or their counsel, accountants or advisors with respect to the Company, or its Subsidiaries or any of their respective businessesbusiness, assets, liabilities or operations, except as expressly set forth in Article III 3 of this Agreement. Parent Acquiror and Merger Sub understand and agree that they have not relied upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the StockholdersSecurityholders’ Representative, any Company Securityholder or any of their respective affiliatesAffiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III 3 of this Agreement.

Inspection; No Other Representations. Each of Parent and Merger Sub is an informed and sophisticated Personentity, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the Transactions. Parent and Merger Sub have received all materials relating to the business of the Company that they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Each of Parent and Merger Sub acknowledges that the Company has given such person complete and open access to the key employees, documents and facilities of the Company. The Company and its representatives have answered to Parent's and Merger Sub's satisfaction all inquiries that Parent, Merger Sub or their representatives have made concerning the business of the Company or otherwise relating to the transactions contemplated hereby. Without limiting the generality of the foregoing, both each of Parent and Merger Sub acknowledge acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Parent or Merger Sub or their counsel, accountants or advisors with respect to the Company, its Subsidiaries Company or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III of this Agreement. , and (b) neither Parent and nor Merger Sub understand and agree that they have not has relied or will rely upon any express or implied representations or warranties of any naturethe information described in subclauses (i) and (ii) of clause (a) above in executing, whether in writing, orally or otherwise, made by or on behalf of or imputed to delivering and performing this Agreement and the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of this Agreementtransactions contemplated hereby.

Inspection; No Other Representations. Each of Parent and Merger Sub the MPT Parties is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition and/or financing of companies such as the Company and its EHI Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub the MPT Parties has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. The MPT Parties have received all materials relating to the business of the Xxxxxx Health Parties that they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Xxxxxx Health Parties hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Without limiting the generality of the foregoing, both Parent and Merger Sub acknowledge each of the MPT Parties acknowledges that (a) none of the Company does not Xxxxxx Health Parties make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates the MPT Parties of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Xxxxxx Health Parties or the future business and operations of any of the Company and its Subsidiaries Xxxxxx Health Parties or (ii) any other information or documents made available or delivered to Parent or Merger Sub the MPT Parties or their counsel, accountants or advisors Representatives with respect to Xxxxxx Health, the Company, its EHI Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III Section 2 of this Agreement. Parent , and Merger Sub understand and agree that they have not (b) none of the MPT Parties has relied or will rely upon any express representation or implied warranty except those representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of Section 2 hereof, in negotiating, executing, delivering and performing this AgreementAgreement and the transactions contemplated hereby.

Inspection; No Other Representations. Each of Parent and Merger Sub Purchaser is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunderby this Agreement. Each of Parent and Merger Sub Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated herebyby this Agreement. Purchaser has received all materials relating to the business of the Company and the Purchased Subsidiaries that it has requested, and has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by Seller hereunder or otherwise, to evaluate the merits of the transactions contemplated by this Agreement. Purchaser acknowledges that Seller has given it access to the key employees, documents and facilities of the Company and the Purchased Subsidiaries. Seller has answered, and/or has caused the Company and its and their Representatives to answer, to Purchaser’s satisfaction all inquiries that Purchaser or its Representatives have made concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, both Parent and Merger Sub acknowledge Purchaser acknowledges that (a) none of Seller, the Company does not make Company, its Subsidiaries or any of their respective Representatives makes any representation or warranty with respect to (i) any projections, estimates estimates, budgets or budgets delivered forecasts Made Available to or made available to Parent or Merger Sub or their respective affiliates Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available Made Available to Parent Purchaser or Merger Sub or their its counsel, accountants or advisors with respect to the Company, any of its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III of this Agreement. Parent ARTICLE III, and Merger Sub understand and agree that they have (b) Purchaser has not relied and will not rely upon any of the information described in subclauses (i) and (ii) of clause (a) above or any other information, representation or warranty, except those representations or warranties set forth in ARTICLE III, in negotiating, executing and delivering this Agreement and the other Transaction Documents and performing the transactions contemplated hereby and thereby. Purchaser understands and agrees that it is acquiring the Shares based upon Purchaser’s own inspection, examination and determination of all matters related thereto, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to Seller, the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of this AgreementARTICLE III.

Inspection; No Other Representations. Each of Parent and Merger Sub Purchaser is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, both Parent and Merger Sub acknowledge Purchaser acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries (including, without limitation, any future sales of any of the Company’s Subsidiaries’ products or services) or (ii) any other information or documents made available to Parent Purchaser or Merger Sub or their its counsel, accountants or advisors with respect to the Company, any of its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III of this Agreement. Parent III, or any Unitholder, except as expressly set forth in Article IV and Merger Sub understand and agree that they have (b) Purchaser has not relied nor will it rely upon any of the information described in subclauses (i) and (ii) of clause (a) above or any other information, representation or warranty, except those representations or warranties set forth in Article III and Article IV hereof, in negotiating, executing, delivering and performing this Agreement and the transactions contemplated hereby. Purchaser understands and agrees that it is acquiring the Company and its Subsidiaries in the condition the Company and its Subsidiaries are in on the Closing Date based upon Purchaser’s own inspection, examination and determination of all matters related thereto, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder Unitholder Representative or any of their respective affiliatesUnitholder, except for the representations and warranties made by the Company which are expressly set forth in Article III of and by each Unitholder which are expressly set forth in Article IV. Purchaser acknowledges and agrees that the representations and warranties set forth in this AgreementAgreement (as qualified by the Schedules) supersede, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to Purchaser.

Inspection; No Other Representations. Each of Parent Buyer and Merger Sub MergerCo is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent Buyer and Merger Sub MergerCo has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer and MergerCo have received all materials relating to the business of the Company and its Subsidiaries that they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Without limiting the generality of the foregoing, both Parent each of Buyer and Merger Sub acknowledge MergerCo acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent Buyer or Merger Sub or their respective affiliates MergerCo of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available or delivered to Parent Buyer or Merger Sub MergerCo or their counsel, accountants or advisors Representatives with respect to the Company, its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III IV of this Agreement. Parent , and Merger Sub understand and agree that they have not (b) neither Buyer nor MergerCo has relied or will rely upon any express representation or implied warranty except those representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of IV hereof, in negotiating, executing, delivering and performing this AgreementAgreement and the transactions contemplated hereby.

Inspection; No Other Representations. Each of Parent and Merger Sub MergerCo is an informed and sophisticated Personentity, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub MergerCo has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Parent and MergerCo have received all materials relating to the business of the Company and its Subsidiaries that they have requested and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company hereunder or to otherwise evaluate the merits of the transactions contemplated hereby. Each of Parent and MergerCo acknowledges that the Company has given such person complete and open access to the key employees, documents and facilities of the Company and its Subsidiaries. The Company and its representatives have answered to Parent’s and MergerCo’s satisfaction all inquiries that Parent, MergerCo or their representatives have made concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated hereby. Without limiting the generality of the foregoing, both each of Parent and Merger Sub acknowledge MergerCo acknowledges that the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates MergerCo of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Parent or Merger Sub MergerCo or their counsel, accountants or advisors with respect to the Company, Company its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III of this Agreement. Parent and Merger Sub understand and agree that they have not relied upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed Notwithstanding anything else herein to the Companycontrary, this Section 5.7 shall not negate or otherwise vitiate or affect any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of this AgreementIV.

Inspection; No Other Representations. Each of Parent and Merger Sub is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated herebyContemplated Transactions. Without limiting the generality Each of the foregoing, both Parent and Merger Sub acknowledge acknowledges that (a) the Company does and the securityholders of the Company do not make any representation or warranty with respect to to, nor shall such Persons have any liability relating to, (i) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or Company, (ii) any other information or documents made available to Parent or Merger Sub or their counsel, accountants or advisors with respect to the Company, its Subsidiaries or any of their respective businesses, assets, liabilities or operationsoperations (including in any data rooms, except as expressly set forth virtual data rooms, management presentations or in Article III any other form in expectation or, or in connection with, the Contemplated Transactions), or (iii) the completeness of this Agreement. Parent and any information regarding the Company furnished or made available to Parent, Merger Sub understand or their representatives, and agree that they have not (b) neither Parent nor Merger Sub has relied or will rely upon any of the information described in subclauses (i), (ii) and (iii) of clause (a) above or any other information, representation or warranty, whether express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf except in each case of or imputed to the Companyclauses (a) and (b), any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by set forth in (1) Article V, (2) the Company which are expressly Closing Certificate, (3) the Letters of Transmittal and (4) the Option Cancellation Agreements, in negotiating, executing, AmericasActive:12666190.14 58 delivering and performing this Agreement and the Contemplated Transactions. Nothing in this Section 6.7 will limit claims or remedies for Actual Fraud (subject, if applicable, to any limitations set forth in Article III of this AgreementX).

Inspection; No Other Representations. Each of Parent and Merger Sub is an MergerCo are informed and sophisticated Person, purchasers and has have engaged expert advisors advisors, experienced in the evaluation and acquisition purchase of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub has MergerCo have undertaken such investigation and has have been provided with and has have evaluated such documents and information as it has they have deemed necessary to enable it each of them to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Without limiting hereby based on the generality representations, warranties, covenants and agreements made herein by or on behalf of the foregoingCompany, both the Stockholders’ Representative and/or the Common Equity Holders. Parent and Merger Sub acknowledge MergerCo understand and agree that the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of they are acquiring the Company and its Subsidiaries or through the future business and operations of Merger at the Company and its Subsidiaries or (ii) any other information or documents made available to Parent or Merger Sub or their counsel, accountants or advisors with respect to the Company, its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III of this Agreement. Parent and Merger Sub understand and agree that they have not relied Effective Time without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder Stockholder or any of their respective affiliatesOptionholder, except for the representations and warranties made by or on behalf of the Company and/or the Common Equity Holders which are expressly set forth in Article III of this Agreement, or in any Schedule, Exhibit or certificate delivered by or on behalf of the Company, the Stockholders’ Representative and/or any Common Equity Holder; provided that the foregoing shall in no way be deemed to limit or impair Parent’s or MergerCo’s ability to seek recovery for any claims based on fraud or intentional misrepresentation.

Inspection; No Other Representations. Each of Parent Parent, Merger Sub, and Merger Sub LLC is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries Company, as contemplated hereunder. Each of Parent Parent, Merger Sub, and Merger Sub LLC has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement Agreement, the Related Agreements and the transactions contemplated herebyhereby and thereby. Each of Parent, Merger Sub, and Sub LLC acknowledges that the Company has given Parent, Merger Sub, and Sub LLC complete and open access to the employees, documents, and facilities of the Company. Without limiting the generality of the foregoing, both Parent each of Parent, Merger Sub, and Merger Sub acknowledge LLC acknowledges that neither the Company does not make nor any of its Affiliates, nor any of their respective directors, officers, employees, stockholders, controlling persons, or agents, makes or has made any representation or warranty warranty, either express or implied, as to the accuracy or completeness of any information relating to the Company, including with respect to (ia) any projections, estimates or budgets delivered to or made available Made Available to Parent Parent, Merger Sub, or Merger Sub or their respective affiliates LLC of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Company, or the future business and operations of the Company and its Subsidiaries or (iib) any other information or documents made available Made Available to Parent Parent, Merger Sub, or Merger Sub LLC or their its counsel, accountants or advisors with respect to the Company, its Subsidiaries or any of their respective its businesses, assets, liabilities or operations, except as expressly set forth in Article III of this Agreement. Parent and Merger Sub understand and agree that they have not relied upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of this AgreementII.

Inspection; No Other Representations. Each of Parent and Merger Sub The Company is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries Acquiror as contemplated hereunder. Each of Parent and Merger Sub The Company has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, both Parent and the Company acknowledges that neither the Acquiror nor Merger Sub acknowledge that the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent the Company or Merger Sub or their respective affiliates its Affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Acquiror or the future business and operations of the Company and its Subsidiaries Acquiror or (ii) any other information or documents made available to Parent Company or Merger Sub or their its counsel, accountants or advisors with respect to the CompanyAcquiror, its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III 4 of this Agreement. Parent The Company understands and Merger Sub understand and agree agrees that they have it has not relied upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the CompanyAcquiror, Merger Sub, any of its their respective Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliatesAffiliates, except for the representations and warranties made by the Company Acquiror which are expressly set forth in Article III 4 of this Agreement.

Inspection; No Other Representations. Each of Parent and Merger Sub Buyer is an informed and sophisticated Personpurchaser, and has engaged expert advisors advisors, experienced in the evaluation and acquisition purchase of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Buyer agrees to accept the Company Shares and the Company and its Subsidiaries in the condition they are in at the Closing based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company or its Stockholders, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, both Parent and Merger Sub acknowledge Buyer acknowledges that neither the Company does not make nor the Stockholders makes any representation or warranty with respect to (ia) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (iib) any other information or documents made available to Parent Buyer or Merger Sub or their its counsel, accountants or advisors with respect to the Company, Company its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III of this Agreement. Parent and Merger Sub understand and agree that they have not relied upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of this Agreement.

Inspection; No Other Representations. Each of Parent and Merger Sub The Company is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company Acquiror and its Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub The Company has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, both Parent and the Company acknowledges that neither the Acquiror nor Merger Sub acknowledge that the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent the Company or Merger Sub or their respective affiliates its Affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Acquiror and its Subsidiaries or the future business and operations of the Company Acquiror and its Subsidiaries or (ii) any other information or documents made available to Parent Company or Merger Sub or their its counsel, accountants or advisors with respect to the CompanyAcquiror, its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III IV of this Agreement. Parent The Company understands and Merger Sub understand and agree agrees that they have it has not relied upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the CompanyAcquiror, Merger Sub, any of its their respective Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliatesAffiliates, except for the representations and warranties made by the Company Acquiror which are expressly set forth in Article III IV of this Agreement.

Inspection; No Other Representations. Each of Parent and Merger Sub is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent Buyer and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Each of Buyer and Merger Sub has been afforded the opportunity to obtain information necessary to evaluate the merits of the transactions contemplated hereby. Without limiting the generality of the foregoing, both Parent except as expressly set forth in the representations and warranties in Article IV hereof, in the other Transaction Documents, and in any certificate delivered pursuant hereto, each of Buyer and Merger Sub acknowledge acknowledges that (a) none of the Company, the Sellers, the Sellers’ Representative, any of their direct or indirect equityholders, nor any of their respective officers, directors, employees, agents, Affiliates or representatives (collectively, the “Company does not make Parties”) is making any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent Buyer or Merger Sub or their respective affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Parent Buyer or Merger Sub or its or their counsel, accountants or advisors with respect to the Company, its Subsidiaries Company or any of their respective businessesbusiness, assets, liabilities or operations, (b) neither Buyer nor Merger Sub have relied upon or will rely upon any of the information described in subclauses (i) and (ii) of clause (a) above or any other information, representation or warranty, except as expressly those representations or warranties set forth in Article III of IV, in the other Transaction Documents or in any certificate delivered pursuant hereto, in negotiating, executing, delivering and performing this Agreement. Parent Agreement and Merger Sub understand the transactions contemplated hereby, and agree that they have not relied upon any express or implied representations or warranties of any naturethat, whether in writingfurtherance thereof, orally or otherwiseall such other information, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made are specifically disclaimed by the Company which are expressly set forth Parties. Notwithstanding anything to the contrary in Article III of this Agreement, the foregoing shall not prevent or limit any action or recovery for Fraud.

Inspection; No Other Representations. Each of Parent and Merger Sub The Company is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of of, or investments in, companies such as the Company Parent, Merger Sub, Sub LLC, and its Subsidiaries any Subsidiary thereof, as contemplated hereunder. Each of Parent and Merger Sub The Company has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement Agreement, the Related Agreements and the transactions contemplated herebyhereby and thereby. The Company acknowledges that Parent, Merger Sub, Sub LLC, and any Subsidiary thereof, has given the Company complete and open access to the employees, documents, and facilities of Parent, Merger Sub, Sub LLC, and any Subsidiary thereof. Without limiting the generality of the foregoing, both Parent and Merger Sub acknowledge that the Company does not make acknowledges that neither Parent, Merger Sub, Sub LLC, or any of their respective Affiliates or Subsidiaries, nor any of their respective directors, officers, employees, stockholders, controlling persons, or agents, makes or has made any representation or warranty warranty, either express or implied, as to the accuracy or completeness of any information relating to Parent, Merger Sub or Sub LLC, including with respect to (ia) any projections, estimates or budgets delivered to or made available Made Available to Parent or Merger Sub or their respective affiliates the Company of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries Parent, Merger Sub, Sub LLC, any Subsidiary thereof, or the future business and operations of the Company Parent, Merger Sub, Sub LLC, and its Subsidiaries any Subsidiary thereof or (iib) any other information or documents made available Made Available to Parent the Company or Merger Sub or their its counsel, accountants or advisors with respect to the CompanyParent, its Subsidiaries Merger Sub, Sub LLC, and any Subsidiary thereof, or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III of this Agreement. Parent and Merger Sub understand and agree that they have not relied upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of this AgreementIII.

Inspection; No Other Representations. Each of Parent Acquiror and Merger Sub is an informed and sophisticated Person, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent Acquiror and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, both Parent Acquiror and Merger Sub acknowledge that the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent Acquiror or Merger Sub or their respective affiliates Affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Parent Acquiror or Merger Sub or their counsel, accountants or advisors with respect to the Company, its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III of this Agreement. Parent Acquiror and Merger Sub understand and agree that they have not relied upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiaries, the StockholdersSecurityholders’ Representative, any Company Securityholder or any of their respective affiliatesAffiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of this Agreement.

Inspection; No Other Representations. Each of Parent and Merger Sub MergerCo is an informed and sophisticated Personentity, and has engaged expert advisors experienced in the evaluation and acquisition of companies such as the Company and its Subsidiaries as contemplated hereunder. Each of Parent and Merger Sub MergerCo has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby. The Company and its representatives have answered to Parent's and MergerCo's satisfaction all inquiries that Parent, MergerCo or their representatives have deemed necessary to be answered concerning the business of the Company and its Subsidiaries or otherwise relating to the transactions contemplated hereby. Without limiting the generality of the foregoingforegoing or Section 2.21, both each of Parent and Merger Sub acknowledge MergerCo acknowledges that (a) the Company does not make any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Parent or Merger Sub or their respective affiliates MergerCo of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (ii) any other information or documents made available to Parent or Merger Sub MergerCo or their counsel, accountants or advisors with respect to the Company, its Subsidiaries or any of their respective businesses, assets, liabilities or operations, except as expressly set forth in Article III of this Agreement. , and (b) neither Parent and Merger Sub understand and agree that they have not nor MergerCo has relied or will rely upon any express or implied representations or warranties of any naturethe information described in subclauses (i) and (ii) of clause (a) above in executing, whether in writing, orally or otherwise, made by or on behalf of or imputed to delivering and performing this Agreement and the Company, any of its Subsidiaries, the Stockholders’ Representative, any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly set forth in Article III of this Agreementtransactions contemplated hereby.

Inspection; No Other Representations. Each of Parent Buyer, Mission Ready and Merger Sub is an informed and a sophisticated Personpurchaser, and has engaged expert advisors advisors, experienced in the evaluation and acquisition purchase of companies such as the Company and its Subsidiaries as contemplated hereunderCompany. Each of Parent Buyer, Mission Ready and Merger Sub has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Each of Buyer, Mission Ready and Merger Sub further acknowledges that, except for the representations and warranties expressly set forth in Section 3 (as modified by, and subject to, the Disclosure Schedules with respect thereto), and as set forth in any certificate delivered, or other agreement entered into by any such Persons, in connection herewith, none of the Shareholders, the Company or any other Person acting on their behalf has made or is making any express or implied representation or warranty of any nature to Buyer, Mission Ready or its Affiliates, at law or in equity, with respect to matters relating to the Company, its business or any other matter related to or in connection with the transactions contemplated by this Agreement and the transactions contemplated herebyTransaction Documents, and each of Buyer, Mission Ready and Merger Sub is relying solely and exclusively on the representations and warranties expressly set forth in Section 3 (as modified by, and subject to, the Disclosure Schedules with respect thereto). Without limiting the generality of the foregoing, both Parent each of Buyer, Mission Ready and Merger Sub acknowledge acknowledges that the Company does not make any no representation or warranty has been or is made with respect to (ia) any projections, estimates or budgets delivered to or made available to Parent Buyer, Mission Ready or Merger Sub or their respective affiliates its Affiliates of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and its Subsidiaries or (iib) any other information or documents made available to Parent Buyer, Mission Ready or Merger Sub or their its counsel, accountants or advisors with respect to the Company, Company or its Subsidiaries or any of their respective businesses, assets, liabilities business or operations, in each case except as expressly set forth in Article III of this Agreement. Parent Section 3 (as modified by, and Merger Sub understand and agree that they have not relied upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company, any of its Subsidiariessubject to, the Stockholders’ RepresentativeDisclosure Schedules with respect thereto), any Company Securityholder or any of their respective affiliates, except for the representations and warranties made by the Company which are expressly as set forth in Article III of any certificate delivered, or other agreement entered into by any such Persons, in connection herewith. Notwithstanding anything herein to the contrary, this AgreementSection 4.4 shall not preclude any Fraud-Type Claims.