Common use of No Additional Representations; No Reliance Clause in Contracts

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and Article III and the certificate delivered pursuant to Section 6.02(c), neither Seller nor any Group Company nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, the Transferred Equity Interests or the Group Companies, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or any Group Company, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller nor any Group Company nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies or the business of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III or the certificate delivered pursuant to Section 6.02(c), any other information relating to Seller, the Transferred Equity Interests or the Group Companies, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Group Companies, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative of Seller, the Group Companies or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or the certificate delivered pursuant to Section 6.02(c). Except as expressly set forth in Article II or Article III and the certificate delivered pursuant to Section 6.02(c), no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of the Group Companies. (e) Nothing in this Section 4.07 shall limit claims by Purchaser for Actual Fraud.

No Additional Representations; No Reliance. (a) Purchaser Each of Parent and ▇▇▇▇▇▇ Sub acknowledges and agrees that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have desired or requested to review and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. (b) Each of Parent and ▇▇▇▇▇▇ Sub agrees and acknowledges that, except for the representations and warranties expressly set forth in Article II and Article III and 4, the certificate delivered pursuant to Section 6.02(c)(d) of Annex 1, and the Transaction Documents, neither Seller nor any Group the Company nor any other Person on their behalf has made or makes, and Purchaser each of Parent and ▇▇▇▇▇▇ Sub agrees and acknowledges that it has not relied uponupon or otherwise been induced by, and is not acting (including, as applicable, by entering into this Agreement or consummating the Offer or the Merger) in reliance on, (i) any other express or implied representation or warranty, whether express or implied, warranty with respect to Seller, or on behalf of the Transferred Equity Interests or the Group Companies, Company or any matter relating to any of themits Affiliates, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to (ii) the accuracy or completeness of any information (including any representation, warranty, estimate, projection, prediction, data, financial information, memorandum, presentation, or other materials or information) regarding the Company or its Subsidiaries, or (iii) any estimates, projections, predictions, data, financial information, memorandum, presentation or other material or information provided or to, made available to Purchaseror addressed to Parent, its Affiliates Merger Sub, or any of their respective representatives Representatives or Affiliates, including any materials or information made available in any electronic data room hosted by or on behalf of Seller or any Group the Company, and that in connection with presentations by the Company’s management, or in any such representations other form, forum or warranties are expressly disclaimed. (b) setting. Without limiting the generality of the foregoing, Purchaser each of Parent and ▇▇▇▇▇▇ Sub agrees and acknowledges and agrees that neither Seller nor that, except for any Group Company nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, remedies available under this Agreement with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies or the business of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as representations and warranties expressly set forth in Article II or Article III or 4, the certificate delivered pursuant to Section 6.02(c)(d) of Annex 1, and the Transaction Documents, neither the Company nor any other information relating to Seller, the Transferred Equity Interests or the Group Companies, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Group Companies, their respective Affiliates or any of their respective representatives Person will have or be subject to any liability or other obligation to PurchaserParent, its Affiliates Merger Sub, or their Representatives or Affiliates, or any other Person, resulting from the Company’s making available to Parent or Merger Sub or any of their respective representatives Representatives or equityholders or any other Person resulting from Seller, any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representativesAffiliates, or Purchaser’s, Parent’s or its Representatives’ and Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materialsinformation, documents, projections, estimates, forecasts or other material made available to Parent or its Representatives or Affiliates in due diligence materials, including in any electronic data room hosted by or on behalf of the Company, in connection with presentations by the Company’s management, or in any other form, forum or setting. (c) In connection with the due diligence investigation of the Company by ▇▇▇▇▇▇ and Merger Sub, Parent and Merger Sub and their respective Representatives and Affiliates have received and may continue to receive from or on behalf of the Company certain estimates, projections, guidance, forecasts and other forward-looking information regarding the Company and its Affiliates and their respective business and operations. In particular, Purchaser Each of Parent and ▇▇▇▇▇▇ Sub hereby acknowledges and agrees that (i) there are uncertainties inherent in preparing attempting to make such estimates, projections, guidance, forecasts and making the Projectionsother forward-looking information, (ii) Purchaser is familiar with such uncertainties which Parent and (iii) Purchaser is not relying on the Projections Merger Sub are familiar. Accordingly, and is taking full responsibility for making its own evaluation without limiting any of the adequacy foregoing, , the Company makes no, and accuracy each of the Projections. (d) Purchaser further Parent and Merger Sub acknowledges and agrees that no representative it has not relied upon or otherwise been induced by any, representation or warranty with respect to any estimates, projections, guidance, forecasts or other forward-looking information relating to the Company or any of Sellerits Subsidiaries, whether or not included in the Group Companies data room or their respective Affiliates has any authoritymanagement presentation, express except to the extent such estimates, projections, guidance, forecasts or implied, to make any representations, warranties, covenants other forward-looking information are expressly included in a representation or agreements not specifically warranty expressly set forth in this Agreement or Article 4, the certificate delivered pursuant to Section 6.02(c). Except as expressly set forth in Article II (d) of Annex 1 or Article III and the certificate delivered pursuant to Section 6.02(c), no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of the Group CompaniesTransaction Documents. (e) Nothing in this Section 4.07 shall limit claims by Purchaser for Actual Fraud.

No Additional Representations; No Reliance. (a) Purchaser Buyer acknowledges and agrees that except for none of the representations and warranties expressly set forth in Article II and Article III and the certificate delivered pursuant to Section 6.02(c), neither Seller Retained Companies nor any Group Company of their respective Representatives, nor any other Person Person, whether on their behalf of the Retained Companies or otherwise, has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, the Transferred Equity Interests or the Group Companies, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business or other information provided matters that are not specifically included in Article III of this Agreement (subject to the Disclosure Schedules) or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or any Group Company, and that any such representations or warranties are expressly disclaimed. (b) the other Transaction Documents. Without limiting the generality of the foregoing, Purchaser acknowledges none of the Retained Companies nor any of their respective Representatives, nor any other Person, whether on behalf of the Retained Companies or otherwise, has made a representation or warranty to Buyer with respect to, and agrees that neither Seller nor any Group Company nor other Person shall be subject to any Liability to Buyer or any other Person on their behalf has made resulting from, Seller or makesits Representatives making available to Buyer, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any financial statements, projections, forecastsestimates, estimates budgets or budgets made available to Purchaserforecasts for the Business or (ii) any materials, its Affiliates 41 (b) In furtherance of the foregoing, Buyer acknowledges that it is not relying on any representation or warranty of the Retained Companies or any of their respective representatives (“Projections”)Representatives, including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies or the business of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly other than those representations and warranties specifically set forth in Article II III, the other Transaction Documents or Article III or the any certificate delivered pursuant to Section 6.02(c), any other information relating to Seller, the Transferred Equity Interests or the Group Companies, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and herewith or therewith. Buyer acknowledges that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Group Companies, their respective Affiliates or any of their respective representatives will have or be subject it has conducted to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation satisfaction an independent investigation of the adequacy financial condition, Liabilities, results of operations and accuracy projected operations of the Projections. (d) Purchaser further acknowledges Business and agrees that no representative of Seller, the Group Companies or and the nature and condition of their respective Affiliates properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or relied solely on the certificate delivered pursuant to Section 6.02(c). Except as expressly results of its own independent investigation and the representations and warranties set forth in Article II III, the other Transaction Documents or Article III and the any certificate delivered pursuant to in connection herewith or therewith. ARTICLE V COVENANTS Section 6.02(c), no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of the Group Companies. (e) Nothing in this Section 4.07 shall limit claims by Purchaser for Actual Fraud.5.01

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II 3 (Representations and Article III and Warranties of the Sellers), in any certificate delivered pursuant to Section 6.02(c)hereto or any other Transaction Agreement, neither Seller nor none of Lumen, any Group Company nor of the Sellers, any of the Companies or any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Sellerthe Seller Group, the Transferred Equity Interests or Interests, the Group Companies, Companies or any matter relating to any of them, including their respective businessesbusinesses (including the Business), results of operations, financial condition, cash flows condition and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives Representatives by or on behalf of any of the Sellers, any member of the Seller Group or any Group Companyof the Companies, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither that, except for the representations and warranties expressly set forth in Article 3 (Representations and Warranties of the Sellers), in any certificate delivered pursuant hereto or any other Transaction Agreement, no member of the Seller nor any Group Company nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives Representatives (“Projections”, which excludes, for the avoidance of doubt, the representations and warranties expressly set forth in Article 3 (Representations and Warranties of the Sellers), in any certificate delivered pursuant hereto or any other Transaction Agreement), including with respect to future customers, future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, any member of the Seller Group Companies or the business of the Group Companies Business (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III or the certificate delivered pursuant to Section 6.02(c), any other information relating to Sellerthe Seller Group, the Transferred Equity Interests Interests, the Business or any of the Group Companies, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representativesRepresentatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”)Transactions, and that any such representations or and warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Group Companies, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative Representative of Sellerthe Seller Group (or any member thereof), any of the Group Companies or any of their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or the in any certificate delivered pursuant to Section 6.02(c)hereto or any other Transaction Agreement. Except as expressly set forth in Article II or Article III 3 (Representations and Warranties of the Sellers), in any certificate delivered pursuant to Section 6.02(c)hereto or any other Transaction Agreement, no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the Companies, the Transferred Equity Interests Interests, the Transferred Assets or any of the properties or assets of the Group CompaniesBusiness. (e) Nothing in this Section 4.07 shall limit claims by Purchaser for Actual Fraud.

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that that, except for the representations and warranties expressly set forth in Article II and II, Article III and III, the certificate delivered pursuant to Section 6.02(c)6.02(e) or any other Transaction Agreement, neither Seller Parent nor any Group Company of its Affiliates nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, the Transferred Equity Interests or the Group CompaniesParent or its Affiliates, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller Parent or any Group Companyof its Affiliates, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller Parent nor any Group Company of its Affiliates nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies any of Parent or its Affiliates or the business of the Group Companies Business (including the reasonableness of the assumptions underlying any of the foregoing), ) or (ii) except as expressly set forth in Article II or II, Article III or III, the certificate delivered pursuant to Section 6.02(c)6.02(e) or any other Transaction Agreement, any other information relating to Seller, the Transferred Equity Interests or the Group CompaniesParent or its Affiliates, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of SellerParent, the Group Companies, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, Parent or any Group Company of its Affiliates or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials, except in the case of Actual Fraud. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative of SellerParent, the Group Companies or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or the certificate delivered pursuant to Section 6.02(c)any other Transaction Agreement. Except as expressly set forth in Article II or II, Article III and III, the certificate delivered pursuant to Section 6.02(c)6.02(e) or any other Transaction Agreement, no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of Parent or its Affiliates, and Purchaser expressly disclaims reliance on any representation or warranty beyond those expressly and specifically made in Article II, Article III, the Group Companiescertificate delivered pursuant to Section 6.02(e) or any other Transaction Agreement. (e) Nothing in this Section 4.07 shall limit claims by Purchaser for Actual Fraud.

No Additional Representations; No Reliance. (a) Purchaser Buyer acknowledges and agrees that except for none of Seller or the representations and warranties expressly set forth in Article II and Article III and the certificate delivered pursuant to Section 6.02(c)Retained Companies, neither Seller nor any Group Company of their respective Representatives, nor any other Person on their behalf Person, has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, the Transferred Equity Interests or the Group Companies, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect as to the accuracy or completeness of any information regarding the Group Companies, the Group Company Interests, the Business or other information provided matters that are not specifically included in Article III (as qualified by the Disclosure Schedule) and, solely with respect to Seller, the other Transaction Documents or made available the certificate delivered pursuant to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or any Group Company, and that any such representations or warranties are expressly disclaimed. (b) Section 8.02(d). Without limiting the generality of the foregoing, Purchaser acknowledges none of Seller or the Retained Companies, nor any of their respective Representatives, nor any other Person, has made a representation or warranty to Buyer with respect to, and agrees that neither Seller nor any Group Company nor other Person shall be subject to any Liability to Buyer or any other Person on their behalf has made resulting from, Seller or makesits Representatives making available to Buyer, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available for the Business or (ii) any materials, documents or information relating to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies or the business of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing)Business made available to Buyer or its Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or (ii) otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article II or Article III III, the other Transaction Documents or the certificate delivered pursuant to Section 6.02(c8.02(d). In connection with ▇▇▇▇▇’s investigation of the Business, any other information relating to Seller, the Transferred Equity Interests or the Group CompaniesSeller has delivered, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, Buyer and its Affiliates or any and Representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential Seller and its Subsidiaries relating to the Business and certain business plan information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and Business. Buyer acknowledges that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Group Companies, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing attempting to make such projections and making the Projectionsother forecasts and plans and accordingly is not relying on them, (ii) Purchaser that Buyer is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and uncertainties, that ▇▇▇▇▇ 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 and Representatives shall have no claim against Seller or the Projections. (d) Purchaser further Retained Companies or any other Person with respect thereto. Accordingly, ▇▇▇▇▇ acknowledges that, without limiting the generality of Section 3.23(a), except for the representations and agrees that no representative of Sellerwarranties in Article III, the Group Companies or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement other Transaction Documents or the certificate delivered pursuant to Section 6.02(c8.02(d). Except as , none of Seller or the Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans. (b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the Parties that none of Seller or the Retained Companies nor any of their respective Representatives are making any representation or warranty whatsoever, express or implied, beyond those expressly set forth given in Article II III, the other Transaction Documents or Article III and the certificate delivered pursuant to Section 6.02(c8.02(d), no including any implied warranty or representation or warranty (express or implied) is made with respect as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of the Group CompaniesCompanies and, except as expressly provided in Article III, the other Transaction Documents or the certificate delivered pursuant to Section 8.02(d), and subject to the terms and conditions of Article III, the other Transaction Documents or the certificate delivered pursuant to Section 8.02(d), it is understood that Buyer is acquiring the Group Companies as is and where is with any and all faults and defects as of the Closing Date. (ec) Nothing In furtherance of the foregoing, Buyer acknowledges that it is not relying on any representation or warranty of Seller or the Retained Companies or any of their respective Representatives, other than those representations and warranties specifically set forth in this Article III, the other Transaction Documents or the certificate delivered pursuant to Section 4.07 shall limit claims by Purchaser for Actual Fraud8.02(d). Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of the Business and the Group Companies and the nature and condition of their properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III, the other Transaction Documents and the certificate delivered pursuant to Section 8.02(d).

No Additional Representations; No Reliance. (a) Purchaser Buyer acknowledges and agrees that except for none of the representations and warranties expressly set forth in Article II and Article III and the certificate delivered pursuant to Section 6.02(c)Retained Companies or any of their respective Representatives, neither Seller nor any Group Company nor or any other Person on their behalf Person, has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, the Transferred Equity Interests or the Group Companies, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect as to the accuracy or completeness of any information regarding the Group Companies, the Shares or other information provided or made available matters that are not specifically included in Article III of this Agreement (subject to Purchaser, its Affiliates the Disclosure Schedules) or any of their respective representatives by or on behalf of Seller or any Group Company, and that any such representations or warranties are expressly disclaimed. (b) other Transaction Document. Without limiting the generality of the foregoing, Purchaser acknowledges none of the Retained Companies or any of their respective Representatives, or any other Person, has made a representation or warranty to Buyer with respect to, and agrees that neither Seller nor any Group Company nor other Person shall be subject to any Liability to Buyer or any other Person on their behalf has made resulting from, Seller or makesits Representatives making available to Buyer, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, for the Group Companies or (ii) any materials, documents or information relating to Seller or the business Group Companies made available to Buyer or its Representatives in certain “data rooms,” offering memorandum, confidential information memorandum, management presentations or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article III of this Agreement or any other Transaction Document. In connection with Buyer’s investigation of the Group Companies, Seller has delivered, or made available to Buyer and its Affiliates and Representatives, certain projections and other forecasts, including but not limited to, projected financial statements, cash flow items and other data of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III or the certificate delivered pursuant to Section 6.02(c), any other information relating to Seller, the Transferred Equity Interests or certain business plan information of the Group Companies, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and . Buyer acknowledges that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Group Companies, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing attempting to make such projections and making the Projectionsother forecasts and plans, (ii) Purchaser that Buyer is familiar with such uncertainties uncertainties, and (iii) Purchaser is not relying on the Projections and 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. Accordingly, Buyer acknowledges that none of the ProjectionsRetained Companies or any of their respective Representatives has made any representation or warranty with respect to such projections and other forecasts and plans except as set forth in Article III of this Agreement or any other Transaction Document. (db) Purchaser further acknowledges and agrees Notwithstanding anything contained in this Agreement, it is the explicit intent of the Parties that no representative none of Seller, the Group Retained Companies or any of their respective Affiliates has Representatives are making any authorityrepresentation or warranty whatsoever, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth beyond those expressly given in Article III of this Agreement or the certificate delivered pursuant to Section 6.02(c). Except any other Transaction Document, including any implied warranty or representation as expressly set forth in Article II or Article III and the certificate delivered pursuant to Section 6.02(c), no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of the Group CompaniesCompanies and, except as expressly provided in Article III of this Agreement and any other Transaction Document, and subject to the terms and conditions of Article III of this Agreement, it is understood that Buyer is acquiring the Group Companies as is and where is with any and all faults and defects as of the Closing Date. (ec) Nothing In furtherance of the foregoing, Buyer acknowledges that it is not relying on any representation or warranty of the Retained Companies or any of their respective Representatives, other than those representations and warranties specifically set forth in Article III of this Section 4.07 shall limit claims by Purchaser for Actual FraudAgreement and any other Transaction Document. Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, Liabilities, results of operations and projected operations of the Group Companies and the nature and condition of their properties, assets and businesses and, in making the determination to proceed with the transactions contemplated hereby, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III and any other Transaction Document.

No Additional Representations; No Reliance. (a) Purchaser Each of Parent and M▇▇▇▇▇ Sub acknowledges and agrees that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have desired or 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. (b) Parent and Merger Sub agree and acknowledge that, except for the representations and warranties expressly set forth in Article II and Article III and the 3 or in any certificate delivered pursuant to Section 6.02(c)at Closing, neither Seller nor any Group the Company nor any other Person on their behalf has made or makes, and Purchaser has P▇▇▇▇▇ and Merger Sub agree and acknowledge that they have not relied uponupon or otherwise been induced by, and are not acting (including, as applicable, by entering into this Agreement or consummating the Merger) in reliance on, (i) any other express or implied representation or warranty, whether express or implied, warranty with respect to Seller, or on behalf of the Transferred Equity Interests or the Group Companies, Company or any matter relating to any of themits Affiliates, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to (ii) the accuracy or completeness of any information (including any representation, warranty, estimate, projection, prediction, data, financial information, memorandum, presentation, or other materials or information) regarding the Company or its Subsidiaries, or (iii) any estimates, projections, predictions, data, financial information, memorandum, presentation or other material or information provided or to, made available to Purchaseror addressed to Parent, its Affiliates Merger Sub, or any of their respective representatives Representatives or Affiliates, including any materials or information made available in any electronic data room hosted by or on behalf of Seller or any Group the Company, and that in connection with presentations by the Company’s management, or in any such representations other form, forum or warranties are expressly disclaimed. (b) setting. Without limiting the generality of the foregoing, Purchaser acknowledges each of Parent and agrees that Merger Sub agree and acknowledge that, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in Article 3, neither Seller nor any Group the Company nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies or the business of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III or the certificate delivered pursuant to Section 6.02(c), any other information relating to Seller, the Transferred Equity Interests or the Group Companies, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Group Companies, their respective Affiliates or any of their respective representatives will have or be subject to any liability or other obligation to PurchaserParent, its Affiliates Merger Sub, or their Representatives or Affiliates, or any other Person, resulting from the Company’s making available to Parent or Merger Sub or any of their respective representatives Representatives or equityholders Affiliates, or any other Person resulting from SellerParent’s or its Representatives’ and Affiliates’ use of, any Group Company information, documents, projections, estimates, forecasts or any Person on their behalf making other material made available to PurchaserParent or its Representatives or Affiliates, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person, in due diligence materials, including in any electronic data room hosted by or on behalf of the Company, in connection with presentations by the Company’s use ofmanagement, or in any Transaction Materialsother form, forum or setting. (c) In connection with the due diligence investigation of the Company by P▇▇▇▇▇ and Merger Sub, Parent and Merger Sub and their respective Representatives and Affiliates have received and may continue to receive from or on behalf of the Company certain estimates, projections, guidance, forecasts and other forward-looking information regarding the Company and its Affiliates and their respective business and operations. In particular, Purchaser acknowledges Parent and agrees M▇▇▇▇▇ Sub hereby acknowledge that (i) there are uncertainties inherent in preparing attempting to make such estimates, projections, guidance, forecasts and making the Projectionsother forward-looking information, (ii) Purchaser is familiar with such uncertainties which P▇▇▇▇▇ and (iii) Purchaser is not relying on the Projections Merger Sub are familiar. Accordingly, and is taking full responsibility for making its own evaluation without limiting any of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative of Sellerforegoing, the Group Companies Company makes no, and P▇▇▇▇▇ and Merger Sub, on their own behalf and on behalf of their Affiliates, acknowledge that they have not relied upon or their respective Affiliates has any authorityotherwise been induced by any, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or the certificate delivered pursuant to Section 6.02(c). Except as expressly set forth in Article II or Article III and the certificate delivered pursuant to Section 6.02(c), no representation or warranty (express or implied) is made with respect to the valueany estimates, conditionprojections, nonguidance, forecasts or other forward-infringement, merchantability, suitability or fitness for a particular purpose as looking information relating to the Transferred Equity Interests Company or any of its Subsidiaries, whether or not included in the properties data room or assets any management presentation. Each of Parent and Merger Sub, on its behalf and on behalf of its Affiliates, expressly waives any such claim relating to the Group Companiesforegoing matters. (e) Nothing in this Section 4.07 shall limit claims by Purchaser for Actual Fraud.

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and Article III and the certificate delivered pursuant to Section 6.02(c)III, neither Seller nor any Group Company of its Affiliates nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates, the Business, the Transferred Assets, the Assumed Liabilities, the Transferred Equity Interests or the Group Companies, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or any Group Companyof its Affiliates, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller nor any Group Company of its Affiliates nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies its Affiliates or the business of the Group Companies Business (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III or the certificate delivered pursuant to Section 6.02(c)III, any other information relating to Seller, its Affiliates or the Transferred Equity Interests or the Group CompaniesInterests, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Business Group CompaniesMembers, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, any Group Company its Affiliates or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative of Seller, the Business Group Companies Members or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or the certificate delivered pursuant to Section 6.02(c)Agreement. Except as expressly set forth in Article II or Article III and the certificate delivered pursuant to Section 6.02(c)III, no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of the Group CompaniesSeller or its Affiliates. (e) Nothing in this Section 4.07 shall limit claims by Purchaser for Actual Fraud.

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and II, Article III and III, the Seller Disclosure Letter or the certificate delivered by Seller pursuant to Section 6.02(c6.02(d), neither Seller nor none of Seller, or any Group Company nor or any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, the Transferred Equity Interests or Units, the Subsequent Transferred Units, the Group Companies, Companies or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows flows, and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives by or on behalf of Seller or Seller, any Group Company, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither none of Seller nor or any Group Company nor or any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) except as expressly set forth in Article II, Article III, the Seller Disclosure Letter or the certificate delivered by Seller pursuant to Section 6.02(d), any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies or Companies, the business of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or II, Article III III, the Seller Disclosure Letter or the certificate delivered by Seller pursuant to Section 6.02(c6.02(d), any other information relating to Seller, the Transferred Equity Interests or Units, the Subsequent Transferred Units, the Group Companies, Companies or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any the “data room” for Project ▇▇▇▇▇▇▇▇▇ maintained by Intralinks (the “Data Room”), offering memoranda, confidential information teaser, confidential information memoranda, or in any management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Subject to the other provisions in this Section 4.08, Purchaser hereby acknowledges and agrees that none of Seller, the Seller Group Companies, their respective Affiliates Members or any of their respective representatives Representatives will have or be subject to any liability Liability to Purchaser, its Affiliates or any of their respective representatives Representatives or equityholders or any other Person resulting from Seller, any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representativesRepresentatives, or Purchaser’s, its Affiliates’ or their respective representativesRepresentatives’ or any other Person’s use of, any Transaction Materials, except to the extent such Liability arises out of the representations, warranties and other agreements set forth in this Agreement or the certificate delivered by Seller pursuant to Section 6.02(d). In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties uncertainties, and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative of Seller, the Seller Group Companies Members or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or the in any certificate or agreement delivered by Seller its Affiliates pursuant to Section 6.02(c)this Agreement. Except as expressly set forth in Article II II, Article III, the Seller Disclosure Letter or Article III in any certificate or agreement delivered by Seller and the certificate delivered its Affiliates pursuant to Section 6.02(c)this Agreement, no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests Units, the Subsequent Transferred Units or any of the properties or assets of the Group Companies. (e) Nothing in this Agreement shall limit, restrict or impair any claim or remedy arising out of or in connection with Actual Fraud with respect to the representations and warranties set forth in Article II, Article III, the Seller Disclosure Letter or the certificate delivered by Seller pursuant to Section 4.07 shall limit claims by Purchaser for Actual Fraud6.02(d).

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and Article III and the or any certificate delivered pursuant to Section 6.02(c)this Agreement with respect to such representations and warranties, neither none of Seller nor or any Group Company nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, the Transferred Equity Interests or Interests, the Business, the Group Companies, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives Representatives by or on behalf of Seller or any Group Company, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither none of Seller nor or any Group Company nor or any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives Representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies or the business of the Group Companies Business (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III or the any certificate delivered pursuant to Section 6.02(c)this Agreement with respect to such representations and warranties, any other information relating to Seller, the Transferred Equity Interests Interests, the Business or the Group Companies, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representativesRepresentatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Group Companies, their respective Affiliates or any of their respective representatives Representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives Representatives or equityholders or any other Person resulting from Seller, any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representativesRepresentatives, or Purchaser’s, its Affiliates’ or their respective representativesRepresentatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative Representative of Seller, the Group Companies or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or the certificate delivered pursuant to Section 6.02(c)Agreement. Except as expressly set forth in Article II or Article III and the or any certificate delivered pursuant to Section 6.02(c)this Agreement with respect to such representations and warranties, no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of the Business or the Group Companies. Purchaser hereby acknowledges and agrees that, except to the extent expressly set forth in Article II or Article III or any certificate delivered pursuant to this Agreement with respect to such representations and warranties, Purchaser is acquiring the Transferred Equity Interests and the Business on an “as is, where is” basis. (e) Nothing Notwithstanding the foregoing or anything in this Section 4.07 Agreement to the contrary, nothing in this Agreement shall limit claims by Purchaser for the rights or remedies of any party in the case of Actual Fraud.

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except for the representations and warranties expressly set forth in Article II and Article III and the or in any certificate delivered pursuant to Section 6.02(c)this Agreement or any other Transaction Agreement, neither Seller nor any Group Company of its Affiliates nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to Seller, its Affiliates, the Transferred Equity Interests or the Group CompaniesInterests, or any matter relating to any of them, including their respective businesses, results of operations, financial condition, cash flows and prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaser, its Affiliates or any of their respective representatives Representatives by or on behalf of Seller or any Group Companyof its Affiliates, and that any such representations or warranties are expressly disclaimed. (ba) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller nor any Group Company of its Affiliates nor any other Person on their behalf has made or makes, and, other than the representations and warranties set forth in Article II and Article III or in any certificate delivered pursuant to this Agreement or any other Transaction Agreement, Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives Representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies its Affiliates or the business of the Group Companies Business (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III or the in any certificate delivered pursuant to Section 6.02(c), this Agreement or any other Transaction Agreement any other information relating to Seller, its Affiliates or the Transferred Equity Interests or the Group CompaniesInterests, or any matter relating to any of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representativesRepresentatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”)Transactions, and that any such representations or warranties are expressly disclaimed. (cb) Purchaser hereby acknowledges and agrees that none of Seller, the Group Companies, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (dc) Purchaser further acknowledges and agrees that no representative of Seller, the Business Group Companies Members or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or the any certificate delivered pursuant to Section 6.02(c). Except as expressly set forth this Agreement or in Article II or Article III and the certificate delivered pursuant to Section 6.02(c), no representation or warranty (express or implied) is made with respect to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of the Group CompaniesTransaction Agreement. (ed) Nothing in this Section 4.07 Notwithstanding anything to the contrary herein, nothing shall limit waive or prevent claims by Purchaser for Actual Fraud.

No Additional Representations; No Reliance. (a) Purchaser acknowledges The Buyers and agrees GLBE acknowledge and agree that except for the representations and warranties expressly set forth made by the Sellers in Article II and Article III and the or in any certificate delivered by the Sellers to the Buyers at the Closing pursuant to Section 6.02(c)the terms of this Agreement, neither they are not relying on, and no member of the Seller nor any Group Company nor or any other Person on their behalf has made or makes, and Purchaser has not relied upon, any other express or implied representation or warranty, whether express or implied, warranty with respect to Seller, any member of the Seller Group (including the Transferred Equity Interests Entities) or the Group Companies, or any matter relating to any of them, including their respective businesses, results of operations, properties, assets, liabilities, condition (financial condition, cash flows and or otherwise) or prospects, or with respect to the accuracy or completeness of any other information provided or made available to Purchaserestimates, its Affiliates or any of their respective representatives by or on behalf of Seller or any Group Company, and that any such representations or warranties are expressly disclaimed. (b) Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller nor any Group Company nor any other Person on their behalf has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to (i) any projections, forecasts, estimates forecasts and other forward-looking information or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, business and strategic plan information regarding the Group Companies Business or the business of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), or (ii) except as expressly set forth in Article II or Article III or the certificate delivered pursuant to Section 6.02(c), any other information relating to Seller, the Transferred Equity Interests or the Group Companies, or any matter relating to any of themEntities, including any information, documents implied warranty or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates or in any other form in connection with the Transactions (such information, together with the Projections, “Transaction Materials”), and that any such representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none of Seller, the Group Companies, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing and making the Projections, (ii) Purchaser is familiar with such uncertainties and (iii) Purchaser is not relying on the Projections and is taking full responsibility for making its own evaluation of the adequacy and accuracy of the Projections. (d) Purchaser further acknowledges and agrees that no representative of Seller, the Group Companies or their respective Affiliates has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement or the certificate delivered pursuant to Section 6.02(c). Except representation as expressly set forth in Article II or Article III and the certificate delivered pursuant to Section 6.02(c), no representation or warranty (express or implied) is made with respect to the value, condition, non-non- infringement, merchantability, suitability or fitness for a particular purpose as to the Transferred Equity Interests or any of the properties or assets of the Business or the Transferred Entities, notwithstanding the delivery or disclosure to the Buyers or any of their Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, the Buyers and GLBE acknowledge and agree that they are not relying on, and no member of the Seller Group Companiesor any other Person makes or has made any express or implied representation or warranty to the Buyers or any of their Representatives with respect to, (a) any financial projection, forecast, estimate, budget or prospective information relating to the Business, the Transferred Entities or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects or (b) except for the representations and warranties made by the Sellers in Article III or in any certificate delivered by the Sellers to the Buyers at the Closing pursuant to the terms of this Agreement, any oral or written information presented to the Buyers or any of their Affiliates or Representatives in the course of their due diligence investigation of the Business and the Transferred Entities, the negotiation of this Agreement and the Transaction Documents or the course of the Transaction. Except as expressly set forth in this Agreement, no member of the Seller Group or any other Person will have or be subject to any liability or other obligation to Buyers, their Affiliates, Representatives or any Person resulting from the sale of the Transferred Equity Interests to Buyers, the consummation of the Transaction or Buyers’ use of, or the use by any of their Affiliates or Representatives of any such information, including information, documents, projections, forecasts or other material made available to the Buyers, their Affiliates or Representatives in any “data rooms”, teaser, confidential information memorandum or management presentations in connection with the Transaction. The Sellers disclaim any and all other representations and warranties, whether express or implied. (eb) Nothing The Buyers acknowledge that they have conducted to their satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Business and the Transferred Entities and the nature and condition of their properties, assets and business and, in making the determination to proceed with the Transaction, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article III or in any certificate delivered by the Sellers to the Buyers at the Closing pursuant to the terms of this Section 4.07 shall limit claims by Purchaser for Actual FraudAgreement.

No Additional Representations; No Reliance. (a) Purchaser acknowledges and agrees that except Except for the representations and warranties expressly set forth contained in Article II and Article III and III, none of the certificate delivered pursuant to Section 6.02(c), neither Seller Acquired Companies nor any Group Company nor of their Affiliates makes any express or implied representation or warranty with respect to the Acquired Companies, any of their Affiliates or any of their respective businesses or with respect to any other information provided, or made available, to Parent or any of its Affiliates, agents or representatives in connection with the Transactions. None the Acquired Companies, any of their Affiliates or any other Person on their behalf has will have or be subject to any liability or other obligation to any Buyer Party, its Affiliates, agents or representatives or any Person resulting from any information, documents, projections, forecasts or other material made available to any Buyer Party, its Affiliates or makesrepresentatives in certain “data rooms,” confidential offering memorandum, offering materials or management presentations in expectation of the Transactions (all such information, collectively, the “Evaluation Material”), unless any such information is expressly and Purchaser has not relied upon, any specifically included in a representation or warrantywarranty contained in Article III. The Acquired Companies disclaim any and all other representations and warranties, whether express or implied, with respect to Sellerand each Buyer Party acknowledges and agrees that none of the Acquired Companies, the Transferred Equity Interests or the Group Companiesany Company Securityholder, or any matter relating of their respective directors, officers, employees, stockholders, agents, Affiliates or representatives, or any other Person, shall have or be subject to any liability to any of them, including their respective businesses, results the Buyer Parties or any other Person resulting from the distribution to any of operations, financial condition, cash flows and prospectsthe Buyer Parties of, or with respect the use or reliance on by any of the Buyer Parties, any such Evaluation Material. (b) The Company acknowledges that none of the Buyer Parties nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding any of the Buyer Parties or other information provided or made available to Purchasermatters that is not specifically included in this Agreement, its Affiliates the Parent Disclosure Schedule or any of their respective representatives by other agreement, instrument or on behalf of Seller certificate entered into or any Group Company, and that any such representations or warranties are expressly disclaimed. (b) delivered in connection with the Transactions. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that neither Seller nor any Group Company none of the Buyer Parties nor any other Person on their behalf has made a representation or makeswarranty to the Company with respect to, and Purchaser has not relied uponnone of the Buyer Parties nor any other Person, shall be subject to any representation liability to any of the Acquired Companies or warrantyany other Person resulting from the Buyer Parties making available to the Acquired Companies, whether express or implied, with respect to (i) any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of their respective representatives (“Projections”), including with respect to future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Seller, the Group Companies or the business of the Group Companies (including the reasonableness of the assumptions underlying any of the foregoing), for Parent or (ii) any materials, documents or information relating to Parent made available to the Company or its counsel, accountants or advisors in Parent’s data room or otherwise, in each case, except as expressly covered by a representation or warranty set forth in Article II or Article III or the certificate delivered pursuant to Section 6.02(c), any other information relating to Seller, the Transferred Equity Interests or the Group Companies, or any matter relating to any V of them, including any information, documents or materials made available to Purchaser, its Affiliates or any of their respective representatives, whether orally or in writing, in any “data room”, offering memoranda, confidential information teaser, confidential information memoranda, management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or its Affiliates this Agreement or in any other form agreement, instrument or certificate entered into or delivered in connection with the Transactions (such informationTransactions. Parent has delivered, together with or made available to the ProjectionsCompany and its Affiliates, “Transaction Materials”)agents and representatives, certain projections and that other forecasts, including but not limited to, projected financial statements, cash flow items and other data of Parent relating to the business of Parent and certain business plan information of Parent. Without limiting any such of the representations or warranties are expressly disclaimed. (c) Purchaser hereby acknowledges and agrees that none set forth in Article V of Sellerthis Agreement or in any other agreement, instrument or certificate entered into or delivered in connection with the Transactions, the Group Companies, their respective Affiliates or any of their respective representatives will have or be subject to any liability to Purchaser, its Affiliates or any of their respective representatives or equityholders or any other Person resulting from Seller, any Group Company or any Person on their behalf making available to Purchaser, its Affiliates or their respective representatives, or Purchaser’s, its Affiliates’ or their respective representatives’ or any other Person’s use of, any Transaction Materials. In particular, Purchaser acknowledges and agrees that (i) there are uncertainties inherent in preparing attempting to make such projections and making other forecasts and plans and accordingly is not relying on them, that the Projections, (ii) Purchaser Company is familiar with such uncertainties and (iii) Purchaser is not relying on uncertainties, that the Projections and Company 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 the ProjectionsCompany and its Affiliates, agents and representatives shall have no claim against any Person with respect thereto. Accordingly, the Company acknowledges that, without limiting the generality of Section 5.22, except as expressly covered by a representation or warranty set forth in Article V of this Agreement or in any other agreement, instrument or certificate entered into or delivered in connection with the Transactions, neither Parent nor any of its representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans. (c) Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that the Buyer Parties are not making any representation or warranty whatsoever, express or implied, in connection with this Agreement or the Transactions beyond those expressly given in Article V of this Agreement or in any other agreement, instrument or certificate entered into or delivered in connection with the Transactions. (d) Purchaser further acknowledges and agrees that no representative In furtherance of Sellerthe foregoing, the Group Companies Company acknowledges that it is not relying on any representation or their respective Affiliates has any authoritywarranty of the Buyer Parties, express or implied, to make any representations, warranties, covenants or agreements not other than those representations and warranties specifically set forth in Article V of this Agreement or in any other agreement, instrument or certificate entered into or delivered in connection with the certificate delivered pursuant Transactions. The Company acknowledges that it has conducted to Section 6.02(c). Except as expressly its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Buyer Parties and the nature and condition of its properties, assets and businesses and, in making the determination to proceed with the Transactions, has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article II V and in any other agreement, instrument or Article III and certificate entered into or delivered in connection with the certificate delivered pursuant to Section 6.02(c), no representation or warranty (express or implied) is made with respect Transactions. Notwithstanding anything herein to the valuecontrary, conditionnothing in this Agreement, non-infringementincluding this Section 3.26, merchantabilityshall relieve Parent and its Subsidiaries, suitability or fitness for a particular purpose as to the Transferred Equity Interests any of its Affiliates or any other Person from any loss or liability in the case of the properties or assets of the Group Companies. (e) Nothing in this Section 4.07 shall limit claims by Purchaser for Actual Fraud.