Common use of Investigation; No Other Representations Clause in Contracts

Investigation; No Other Representations. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives have received access to certain books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or any certificate delivered by the Company pursuant to this Agreement (a) the Company does not make, or has not made, and neither Parent nor Merger Sub has relied on, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company pursuant to this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledge and agree that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person will have or be subject to any Liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions.

Investigation; No Other Representations. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilitiesliabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives have received access to certain such books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article IV (as qualified by acknowledges that neither the Company Disclosure Letter) or nor any certificate delivered by Person on behalf of the Company pursuant to this Agreement (a) the Company does not make, or has not mademakes, and neither Parent nor Merger Sub has relied onupon, any express or implied representations representation or warranties relating warranty with respect to the Company, Company or any of its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company with respect to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub in connection with the transactions contemplated by this Agreement, including the accuracy, completeness or any of their Representatives are not currency thereof other than the representations and shall not be deemed warranties expressly contained, and subject to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth qualifications and limitations, in Article IV or any certificate delivered (as modified by the Company pursuant to this AgreementDisclosure Schedule) and the certificates delivered in connection herewith. Without limiting the foregoing, each of Parent and Merger Sub acknowledge acknowledges and agree agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth forth, and subject to the qualifications and limitations, in Article IV (as qualified modified by the Company Disclosure LetterSchedule) or and the certificates delivered in any certificate delivered by the Company pursuant to this Agreementconnection herewith, neither the Company nor any other Person will have or be subject to any Liability liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the TransactionsElectronic Data Room, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement.

Investigation; No Other Representations. Each Such Buyer Party acknowledges and agrees that the representations and warranties set forth in Article III constitute the sole and exclusive representations and warranties of Parent Sellers in connection with the transactions contemplated hereby. There are no representations, warranties, covenants, understandings or agreements of Sellers regarding Sellers, the Purchased Interests, or the Companies other than those set forth in this Agreement. Except for the representations and Merger Sub warranties expressly set forth in Article III, such Buyer Party disclaims reliance on any representations or warranties, either express or implied, by Sellers, and such Buyer Party acknowledges and agrees that no material or information provided by or communications made by Sellers, the Companies or any broker, investment banker or information provided during due diligence (including information in any electronic data room or in response to any information request provided by Buyer (or any of its Affiliates)) will cause or create any warranty, express or implied, as to the liabilities, operations, title, condition, value or quality of the properties or the prospects (financial or otherwise), risks and other incidents of ownership of the Companies and the properties of the Companies that is not expressly set forth in Article III. Such Buyer Party has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilitiesliabilities, results of operations, financial condition condition, technology and prospects of the Company Companies’ business and its Subsidiaries, and each of them acknowledges that it and its Representatives have received such Buyer Party has been provided adequate access to certain books personnel, properties, premises and records, facilities, equipment, Contracts and other assets records of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the Companies’ business and assets of the Company and its Subsidiariesfor such purpose. Parent and Merger Sub acknowledge and agree thatEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ARTICLE III OF THIS AGREEMENT, except for the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or any certificate delivered by the Company pursuant to this Agreement (a) the Company does not makeEACH BUYER PARTY ACKNOWLEDGES AND AGREES THAT THE PURCHASED INTERESTS ARE BEING ACQUIRED “AS IS, or has not madeWHERE IS” ON THE CLOSING DATE, and neither Parent nor Merger Sub has relied onAND IN THEIR CONDITION ON THE CLOSING DATE. EACH BUYER PARTY FURTHER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF SELLERS SET FORTH IN THIS AGREEMENT TERMINATE AS SET FORTH IN ARTICLE VIII, any express or implied representations or warranties relating to the CompanyAND THAT FOLLOWING SUCH TERMINATION OF THE REPRESENTATIONS AND WARRANTIES, its Subsidiaries or their respective businesses or otherwiseNO BUYER PARTY SHALL HAVE ANY RECOURSE WITH RESPECT TO ANY BREACH OF SUCH REPRESENTATIONS AND WARRANTIES. EACH BUYER PARTY ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED, (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the TransactionsINCLUDING FOR PURPOSES OF SECTION 27.01 OF THE TEXAS BUSINESS AND COMMERCE CODE, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company pursuant to this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledge and agree that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person will have or be subject to any Liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the TransactionsON ANY REPRESENTATION OR WARRANTY OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III IN MAKING ITS INVESTMENT DECISION WITH RESPECT TO THE PURCHASED INTERESTS.

Investigation; No Other Representations. Each of Parent (a) Purchaser is a sophisticated purchaser and Merger Sub has conducted made its own independent investigation, review and analysis regarding the Purchased Companies and the Transactions, which investigation, review and analysis were conducted by Purchaser together with expert advisors, including legal counsel, that it has engaged for such purpose. Purchaser, its Affiliates and their respective Representatives have been provided with access to the Representatives, properties, offices, plant and other facilities, books and records of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilities, results of operations, financial condition Purchased Companies and prospects other information that they have requested in connection with their investigation of the Company Purchased Companies and its Subsidiaries, and each of them the Transactions. Purchaser acknowledges that it and its Representatives have received access to certain books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub acknowledge and agree that, except for other than the representations and warranties expressly set forth in Article III and Article IV of this Agreement (as qualified modified by the Company Disclosure Letter) and in the certificates or any certificate other instruments delivered by Seller or the Company pursuant hereto, none of Seller, the Purchased Companies nor any of their respective direct or indirect equityholders or Representatives makes or has made any representation or warranty, either express or implied, at law or in equity (x) as to the quality, merchantability, fitness for any particular purpose, conformity to samples or condition of any Purchased Company or any assets or any part thereof, (y) as to the accuracy or completeness of any of the information (financial or otherwise) provided or made available to Purchaser or any of its Representatives prior to the execution of this Agreement or (az) the with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of any Purchased Company does not make, heretofore or hereafter delivered to or made available to Purchaser or any of its Representatives. Purchaser specifically disclaims that it is relying upon or has not made, and neither Parent nor Merger Sub has relied on, upon any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company pursuant to this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledge and agree that, except for any remedies available under this Agreement with respect to than the representations and warranties expressly set forth in Article III and Article IV (as qualified by of this Agreement and in the Company Disclosure Letter) certificates or in any certificate other instruments delivered by Seller or the Company pursuant to this Agreement, neither the Company nor any other Person will have or be subject to any Liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionshereto.

Investigation; No Other Representations. Each of Parent and Parent, Merger Sub and their respective Affiliates has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilitiesliabilities (contingent, present and otherwise), results of operations, financial condition and prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives have received access to certain such books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent and Merger Sub, on behalf of itself and on behalf of its respective Affiliates and Representatives, acknowledges that neither the Company nor any Person on behalf of the Company makes, and neither Parent, Merger Sub acknowledge and agree thatnor any of their respective Affiliates or Representatives has relied upon, except for any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to or made available to Parent or Merger Sub in connection with the transactions contemplated by this Agreement including the accuracy, completeness or currency thereof other than the representations and warranties expressly set forth contained in Article IV ARTICLE III (as qualified by the Company Disclosure Letter) or any certificate delivered by Schedule and the Company pursuant to this Agreement (a) the Company does not make, or has not made, and neither Parent nor Merger Sub has relied on, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company pursuant to this AgreementSEC Disclosures). Without limiting the foregoing, each of Parent and Merger Sub acknowledge acknowledges and agree agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article IV ARTICLE III (as qualified by the Company Disclosure Letter) or in any certificate delivered by Schedule and the Company pursuant to this Agreement, SEC Disclosures) neither the Company nor any other Person will have or be subject to any Liability liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement. In connection with the due diligence investigation of the Company and its Subsidiaries by Parent and Merger Sub, Parent and Merger Sub have received and may continue to receive from the Company or its Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and/or any of its Subsidiaries and their business and operations. Parent and Merger Sub hereby acknowledge, on behalf of itself and its respective Affiliates and Representatives, that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Sub are familiar, that Parent, Merger Sub and their respective Affiliates and Representatives are not relying on, and taking full responsibility for making their own evaluation of the adequacy and accuracy of, all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans). For purposes of this Section 4.11 only, references to the Company and its Subsidiaries shall include VKidz and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, including this Section 4.11, nothing shall limit any claim by the Company for fraud.

Investigation; No Other Representations. Each of Parent and Teton Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilitiesliabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives Affiliates, officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or authorized agents (collectively, “Representatives”) have received access to certain such books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent and Teton Merger Sub acknowledge acknowledges that neither the Company nor any Person on behalf of the Company makes, and agree thatneither Parent nor Teton Merger Sub has relied upon and hereby disclaims, except for any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or its and their its Subsidiaries’ respective businesses or with respect to the accuracy or completeness of any other information provided to Parent or Teton Merger Sub in connection with the transactions contemplated by this Agreement other than the representations and warranties expressly set forth contained in Article IV (as qualified by the Company Disclosure Letter) or any certificate delivered by the Company pursuant to this Agreement (a) the Company does not makeSchedule), or has not madewith respect to future operating or financial results, and neither Parent nor Merger Sub has relied on, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictionsforecasts, dataplans or prospects (including the reasonableness of the assumptions underlying such estimates, financial informationprojections, memorandaforecasts, presentations plans or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company pursuant to this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledge and agree thatprospects), except for any remedies available under this Agreement in the case of fraud with respect to the representations and warranties expressly set forth contained herein. Without limiting the foregoing, except in Article IV (as qualified by the Company Disclosure Letter) or in any certificate delivered by case of fraud with respect to the Company pursuant to this Agreementrepresentations and warranties contained herein, each of Parent and Teton Merger Sub acknowledges and agrees that neither the Company nor any other Person will shall have or be subject to any Liability liability or other obligation to Parent, Teton Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Teton Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts documents or other material made ​ available to Parent, Teton Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Teton Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement.

Investigation; No Other Representations. Each of Parent and Merger Sub Purchaser has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilitiesliabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives have received access to certain such books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent and Merger Sub acknowledge Purchaser acknowledges that neither the Company nor any of its Subsidiaries nor any Person on behalf of the Company makes, and agree thatneither Parent nor Purchaser has relied upon, except for any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or Purchaser in connection with the transactions contemplated by this Agreement, including the accuracy, completeness or currency thereof other than the representations and warranties expressly set forth in Article IV 2 (as qualified by the Company Disclosure LetterSchedule) or in any certificate delivered by the Company pursuant to this Agreement (a) the Company does not make, or has not made, and neither Parent nor Merger Sub has relied on, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company pursuant to this AgreementSection 5.3(c). Without limiting the foregoing, except in the case of fraud with respect to the representations and warranties contained herein, each of Parent and Merger Sub acknowledge Purchaser acknowledges and agree agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article IV 2 (as qualified by the Company Disclosure LetterSchedule) or in any certificate delivered by the Company pursuant to this AgreementSection 5.3(c), neither the Company nor any other Person of its Subsidiaries will have or be subject to any Liability liability or other obligation to Parent, Merger Sub Purchaser, the Equity Investors or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Sub’s Purchaser’s, the Equity Investors’ or their Representatives’ or Affiliates’ use of or reliance on any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub Purchaser or their Representatives or Affiliates, including in the due diligence materials provided to Parent (including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactionstransactions contemplated by this Agreement), teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentationspresentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub Purchaser or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement. Without limiting the foregoing, the Company makes no representation or warranty to Parent or Purchaser with respect to any business or financial projection, guidance or forecast relating to the Company or any of its Subsidiaries or any of their respective businesses, whether or not included in the data room or any management presentation.

Investigation; No Other Representations. Each (a) Contributor acknowledges and agrees that the representations and warranties of Parent Acquirer set forth in the Transaction Documents constitute the sole and Merger Sub exclusive representations and warranties of Acquirer in connection with the transactions contemplated hereby. There are no representations, warranties, covenants, understandings or agreements of Acquirer regarding Acquirer or the Equity Consideration other than those set forth in the Transaction Documents. Except for the representations and warranties of Acquirer expressly set forth in the Transaction Documents, Contributor disclaims reliance on any representations or warranties, either express or implied, by Acquirer, and Contributor acknowledges and agrees that no material or information provided by or communications made by Acquirer or information provided during due diligence (including information available on the SEC website) will cause or create any warranty, express or implied, as to the liabilities, operations, title, condition, value or quality of the properties or the prospects (financial or otherwise), risks and other incidents of ownership of the Equity Consideration that is not expressly set forth in the Transaction Documents; provided that, neither the conditions set forth in Section 7.3 nor the right to indemnification, payment, reimbursement or other remedy based upon any the representations, warranties, covenants, agreements or other obligations of Acquirer herein shall be affected by any investigation conducted or any knowledge acquired by Contributor at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, or compliance or non-compliance with, such representation, warranty, covenant, agreement or other obligation. Contributor has conducted its own independent review and analysis of the businessEquity Consideration and the businesses, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilitiesliabilities, results of operations, financial condition conditions, technologies and prospects of the Company and its SubsidiariesAcquirer. CONTRIBUTOR FURTHER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF ACQUIRER SET FORTH IN THIS AGREEMENT TERMINATE AS SET FORTH IN SECTION 9.1 OR UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8.1, and each of them acknowledges that it and its Representatives have received access to certain books and recordsAND THAT FOLLOWING SUCH TERMINATION OF THE REPRESENTATIONS AND WARRANTIES, facilitiesCONTRIBUTOR SHALL HAVE NO RECOURSE WITH RESPECT TO ANY BREACH OF SUCH REPRESENTATIONS AND WARRANTIES, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or any certificate delivered by the Company pursuant to this Agreement (a) the Company does not make, or has not made, and neither Parent nor Merger Sub has relied on, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company pursuant to this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledge and agree that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person will have or be subject to any Liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the TransactionsEXCEPT AS PROVIDED IN SECTION 8.2.

Investigation; No Other Representations. Each of Parent and Merger Sub Buyer has conducted its own independent review and analysis of the businessBusiness, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilities, results of operations, financial condition and prospects of the Company Seller and its Subsidiariessubsidiaries, and each of them Buyer acknowledges that it and its Representatives have received access to certain such books and records, facilities, equipment, Contracts and other assets of the Company Seller and its Subsidiaries subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company Seller and to discuss the business and assets of the Company Seller and its Subsidiariessubsidiaries. Parent Buyer acknowledges that neither Seller nor any Person on behalf of Seller makes, and Merger Sub acknowledge and agree thatneither Buyer nor any of its Affiliates or Representatives has relied upon, except for any express or implied representation or warranty with respect to Seller or any of its subsidiaries or with respect to any other information provided to or made available to Buyer in connection with the transactions contemplated by this Agreement including the accuracy, completeness or currency thereof other than the representations and warranties expressly set forth contained in Article IV this Agreement (as qualified by the Company Seller Disclosure Letter) Schedules), the other Transaction Documents or in any certificate or instrument delivered by the Company pursuant to this Agreement (a) the Company does not make, or has not made, and neither Parent nor Merger Sub has relied on, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any on behalf of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company Seller pursuant to this Agreement. Without limiting In connection with the foregoingdue diligence investigation of Seller and its subsidiaries by Buyer, each of Parent Buyer has received and Merger Sub acknowledge and agree that, except for any remedies available under this Agreement with respect may continue to the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) receive from Seller or in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person will have or be subject to any Liability or other obligation to Parent, Merger Sub or their its Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Sub’s or their Representatives’ or Affiliates’ use of any information, documentscertain estimates, projections, forecasts or and other material made ​ available forward-looking information, as well as certain business plan information, regarding Seller and/or any of its subsidiaries and their business and operations. Buyer hereby acknowledges that there are uncertainties inherent in attempting to Parentmake such estimates, Merger Sub or their Representatives or Affiliatesprojections, including any information made available forecasts and other forward-looking statements, as well as in the electronic data room maintained by or on behalf such business plans, with which Buyer is familiar, that Buyer is not relying on, and is taking full responsibility for making its own evaluation of the Company or its Representatives for purposes adequacy and accuracy of, all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the Transactionsassumptions underlying such estimates, teasersprojections, marketing materialsforecasts, consulting reports forward-looking information or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionsbusiness plans).

Investigation; No Other Representations. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives have received access to certain such books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub acknowledge and agree that, except Except for the representations and warranties expressly set forth in this Article IV, none of Parent, Merger Sub or any of their respective Affiliates or Representatives or any other Person makes any other express or implied representation or warranty on behalf of Parent, Merger Sub or any of their respective Affiliates, and for the avoidance of doubt, except as set forth in this Article IV (as qualified by none of Parent, Merger Sub or any of their respective Affiliates or Representatives or any other Person makes any express or implied representation or warranty with respect to any information provided or made available to the Company Disclosure Letter) or any certificate delivered in connection with the transactions contemplated by this Agreement. Each of Parent and Merger Sub acknowledges that neither the Company pursuant to this Agreement (a) nor any Person on behalf of the Company does not make, or has not mademakes, and neither Parent nor Merger Sub has relied onupon, any express or implied representations representation or warranties relating warranty with respect to the Company, Company or any of its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company with respect to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed made available to Parent or Merger Sub in connection with the transactions contemplated by this Agreement, including the accuracy, completeness or any of their Representatives are not currency thereof, other than the representations and shall not be deemed warranties expressly contained, and subject to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth qualifications and limitations, in Article IV III or any in the certificate delivered by the Company provided pursuant to this AgreementSection 6.2(c). Without limiting the foregoing, each of Parent and Merger Sub acknowledge acknowledges and agree agrees that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth forth, and subject to the qualifications and limitations, in Article IV (as qualified by the Company Disclosure Letter) III or in any the certificate delivered by the Company provided pursuant to this AgreementSection 6.2(c), neither the Company nor any other Person will have or be subject to any Liability liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of ParentPxxxxx, Merger Mxxxxx Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement.

Investigation; No Other Representations. Each (a) Acquirer acknowledges and agrees that the representations and warranties of Parent Contributor set forth in the Transaction Documents constitute the sole and Merger Sub exclusive representations and warranties of Contributor in connection with the transactions contemplated hereby. There are no representations, warranties, covenants, understandings or agreements of Contributor regarding the Company other than those set forth in the Transaction Documents. Except for the representations and warranties of Contributor expressly set forth in the Transaction Documents, Acquirer disclaims reliance on any representations or warranties, either express or implied, by Contributor, and Acquirer acknowledges and agrees that no material or information provided by or communications made by Contributor, the Company or any broker, investment banker or information provided during due diligence (including information in any electronic data room or in response to any information request provided by Acquirer) will cause or create any warranty, express or implied, as to the liabilities, operations, title, condition, value or quality of the properties or the prospects (financial or otherwise), risks and other incidents of ownership of the Company and the properties of the Company that is not expressly set forth in the Transaction Documents; provided that, neither the conditions set forth in Section 7.2 nor the right to indemnification, payment, reimbursement or other remedy based upon any the representations, warranties, covenants, agreements or other obligations of Contributor herein shall be affected by any investigation conducted or any knowledge acquired by Acquirer at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, or compliance or non-compliance with, such representation, warranty, covenant, agreement or other obligation. Acquirer has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilitiesliabilities, results of operations, financial condition condition, technology and prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives have received Acquirer has been provided adequate access to certain books personnel, properties, premises and records, facilities, equipment, Contracts and other assets records of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiariesfor such purpose. Parent and Merger Sub acknowledge and agree thatACQUIRER FURTHER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR SET FORTH IN THIS AGREEMENT TERMINATE AS SET FORTH IN SECTION 9.1 OR UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8.1, except for the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or any certificate delivered by the Company pursuant to this Agreement (a) the Company does not makeAND THAT FOLLOWING SUCH TERMINATION OF THE REPRESENTATIONS AND WARRANTIES, or has not madeACQUIRER SHALL HAVE NO RECOURSE WITH RESPECT TO ANY BREACH OF SUCH REPRESENTATIONS AND WARRANTIES, and neither Parent nor Merger Sub has relied on, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company pursuant to this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledge and agree that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person will have or be subject to any Liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the TransactionsEXCEPT AS PROVIDED IN SECTION 8.2.

Investigation; No Other Representations. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilitiesliabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives have received access to certain books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article IV III (as qualified by the Company Disclosure LetterSchedule) or any certificate delivered by the Company pursuant to this Agreement Agreement, (a) the Company does not make, or and has not made, and neither Parent nor Merger Sub has relied onupon, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the Transactionstransactions contemplated by this Agreement and, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent , and Merger Sub further acknowledge and agree that (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is are the subject of any express representation or warranty set forth in Article IV III or any certificate delivered by the Company pursuant to this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledge and agree that, except for Fraud and any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article IV III (as qualified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this AgreementSchedule), neither the Company nor any other Person will have or be subject to any Liability liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement.

Investigation; No Other Representations. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives have received access to certain books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure LetterLetter and any certificates delivered by the Company pursuant to this Agreement) or and any certificate delivered by the Company pursuant to this Agreement Agreement, (a) the Company does not make, or has not made, and neither Parent nor Merger Sub has relied onupon, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the TransactionsTransactions and, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent , and Merger Sub further acknowledge and agree that (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is are the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company pursuant to this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledge and agree that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement), neither the Company nor any other Person will have or be subject to any Liability liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement.

Investigation; No Other Representations. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives have received access to certain books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or any certificate delivered by the Company pursuant to this Agreement (a) the Company does not make, or has not made, and neither Parent nor Merger Sub has relied onupon, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the TransactionsTransactions and, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent , and Merger Sub further acknowledge and agree that (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is are the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company pursuant to this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledge and agree that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or in any certificate delivered by ), and the Company pursuant to this Support Agreement, neither the Company nor any other Person will have or be subject to any Liability liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactionstransactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 5.13 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud.

Investigation; No Other Representations. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives have received access to certain books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) ), or any certificate delivered by the Company pursuant to this Agreement (a) the Company does not make, or has not made, and neither Parent nor Merger Sub has relied on, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, and (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Table of Contents Company pursuant to this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledge and agree that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person will have or be subject to any Liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the Transactions. Notwithstanding the foregoing, nothing in this Section 5.11 is intended or shall be deemed to have the effect of eliminating, limiting or restricting in any way any Person’s rights or remedies in the event of fraud.

Investigation; No Other Representations. Each of Parent (a) Buyer is a sophisticated purchaser and Merger Sub has conducted made its own independent investigation, review and analysis of regarding the businessAcquired Companies and the transaction contemplated hereby, operationswhich investigation, assetsreview and analysis were conducted by Buyer together with expert advisors, Contractsincluding legal counsel, Intellectual Propertythat it has engaged for such purpose. Buyer and its Affiliates, real estateofficers, technologydirectors, Liabilitiesemployees, results of operationsconsultants, financial condition advisors, attorneys, accountants or other agents (collectively, “Representatives”) have been provided with full and prospects complete access to the Representatives, properties, offices, plant and other facilities, books and records of the Company and its Subsidiaries, and each of them acknowledges other information that it and its Representatives they have received access to certain books and records, facilities, equipment, Contracts and other assets requested in connection with their investigation of the Company Acquired Companies and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiariestransactions contemplated hereby. Parent and Merger Sub acknowledge and agree Buyer acknowledges that, except for other than the specific representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or any certificate delivered by the Company pursuant to this Agreement (a) and in the Company does not makecertificates or other instruments delivered pursuant hereto, or has not madeincluding the Ancillary Documents, and neither Parent nor Merger Sub has relied onnone of the Sellers, any express or implied representations or warranties relating to Sellers’ Representative, the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub Acquired Companies or any of their respective direct or indirect equityholders or Representatives are makes or has made, and Buyer is not and shall not be deemed relying on, any 50 representation or warranty, either express or implied, at law or in equity (w) as to be the quality, merchantability, fitness for any particular purpose, conformity to samples or include condition of any Acquired Company or any assets or any part thereof, (x) as to the accuracy or completeness of any of the information (financial or otherwise) provided or made available to Buyer or any of its Representatives prior to the execution of this Agreement, (y) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company heretofore or hereafter delivered to or made available to Buyer or any of its Representatives, or (z) any other matter whatsoever in any way in connection with or related to the Acquired Companies, this Agreement or the transactions contemplated hereby. Buyer specifically disclaims that it is relying upon or has relied upon any other representations or warranties unless any such materials or information is the subject of any express representation or warranty except as set forth in Article IV this Agreement and in the certificates or any certificate other instruments delivered by pursuant hereto, including the Ancillary Documents, and acknowledges and agrees that the Company pursuant to this Agreement. Without limiting and the foregoing, each of Parent and Merger Sub acknowledge and agree that, except for Sellers have expressly disclaimed any remedies available under this Agreement with respect to the such other representations and or warranties expressly set forth in Article IV (as qualified made by the Company Disclosure Letter) them or in any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any other Person will have or be subject to any Liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the TransactionsPerson.

Investigation; No Other Representations. Each of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Contracts, Intellectual Property, real estate, technology, Liabilitiesliabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries, and each of them acknowledges that it and its Representatives have received access to certain such books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent and Merger Sub acknowledge acknowledges that neither the Company nor any Person on behalf of the Company makes, and agree thatnone of Parent or Merger Sub has relied upon, except for any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the transactions contemplated by this Agreement, including the accuracy, completeness or currency thereof, other than the representations and warranties expressly set forth contained in Article IV III (as qualified by the Company Disclosure Letter) or any certificate delivered by the Company pursuant to this Agreement (a) the Company does not make, or has not made, and neither Parent nor Merger Sub has relied on, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company to make any representation or warranty relating to it or its business or otherwise in connection with the Transactions, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their Representatives are not and shall not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article IV or any certificate delivered by the Company pursuant to this AgreementSchedule). Without limiting the foregoing, each of Parent and Merger Sub acknowledge acknowledges and agree that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or in any certificate delivered by the Company pursuant to this Agreement, agrees that neither the Company nor any other Person will have or be subject to any Liability liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates or any other Person resulting from Parent’s, Xxxxxx Merger Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactionstransactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or Affiliates or in any other form in connection with the Transactionstransactions contemplated by this Agreement.

Investigation; No Other Representations. (a) Each of Parent and Merger Sub Sub, on its own behalf and on behalf of its Affiliates and each of its and their respective Representatives, (i) acknowledges, represents, warrants and agrees that (A) it has conducted its own independent review and analysis of of, and, based thereon, has formed an independent judgment concerning, the business, operations, assets, Contractscondition, Intellectual Property, real estate, technology, Liabilities, results of operations, financial condition operations and prospects of the Company Group Companies, (B) it has been furnished with or given full access to such documents and information about the Group Companies and their respective businesses and operations as it, its Affiliates and its Subsidiariesand their respective Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and each performance of them acknowledges this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, (C) it has received all materials relating to the business of the Group Companies that it has requested and its Representatives have received access to certain books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review and that it and its Representatives have had has been afforded the opportunity to meet with obtain any additional information necessary to verify the management accuracy of the Company and to discuss the business and assets any such information or of the Company and its Subsidiaries. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) or any certificate delivered by the Company pursuant to this Agreement (a) the Company does not make, or has not made, and neither Parent nor Merger Sub has relied on, any express or implied representations or warranties relating to the Company, its Subsidiaries or their respective businesses or otherwise, (b) no Person has been authorized by the Company to make any representation or warranty made by the Company herein or by any Group Company in any Ancillary Document to otherwise evaluate the merits of the transactions contemplated hereby and by the Ancillary Documents and (D) the Company has answered to Parent’s and Merger Sub’s satisfaction all inquiries that Parent, Merger Sub, their respective Affiliates and its and their respective Representatives made concerning the business of the Group Companies or otherwise relating to it or its business or otherwise in connection with the Transactionstransactions contemplated hereby and by the Ancillary Documents, and if made(ii) except in the case of Fraud, such representation or warranty must not be relied upon by Parent or waives all rights Parent, Merger Sub as having been authorized by such party. Parent and Merger Sub further acknowledge and agree that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub of their Affiliates or any of their respective Representatives are not and shall not be deemed to be or include representations or warranties unless may have against any such materials or information is the subject of any express representation or warranty set forth in Article IV Group Company or any certificate delivered by the Company pursuant to this Agreement. Without limiting the foregoing, each of Parent and Merger Sub acknowledge and agree that, except for any remedies available under this Agreement their respective Representatives with respect to the representations and warranties expressly set forth in Article IV (as qualified by the Company Disclosure Letter) any omission or in concealment, or any certificate delivered by the Company pursuant to this Agreementmisstatement with respect to, neither the Company nor any other Person will have or be subject to potentially material information by any Liability or other obligation to Parent, Merger Sub or their Representatives or Affiliates Group Company or any other Person resulting from Parent’s, Xxxxxx Sub’s or their Representatives’ or Affiliates’ use of any information, documents, projections, forecasts or other material made ​ available to Parent, Merger Sub or their Representatives or Affiliates, including any information made available in the electronic data room maintained by or on behalf of the Company or its Representatives for purposes of the Transactions, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the TransactionsRepresentatives.