Common use of No Additional Representations or Warranties Clause in Contracts

No Additional Representations or Warranties. EXCEPT AS PROVIDED IN THIS ARTICLE III, NONE OF SELLER, COMPANY, COMPANY’S SUBSIDIARIES NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADE, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO ACQUIROR OR ITS AFFILIATES. WITHOUT LIMITING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

No Additional Representations or Warranties. EXCEPT AS PROVIDED IN THIS ARTICLE III, NONE OF SELLER, COMPANY, COMPANY’S SUBSIDIARIES (a) NO SELLER PARTY NOR ANY OF THEIR ITS RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADEMADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IS MAKINGIMPLIED, ANY REPRESENTATION OR WARRANTY WHATSOEVER TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED NATURE WHATSOEVER RELATING TO ACQUIROR THE ACQUIRED EQUITY, THE TARGET COMPANIES OR ITS AFFILIATES. WITHOUT LIMITING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 3 AND SECTION 4 OR ANY OTHER TRANSACTION DOCUMENT. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SUCH SELLER PARTY NOR ANY REPRESENTATIVE OF SUCH SELLER PARTY, NOR (AS APPLICABLE) ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS OR EQUITYHOLDERS, HAS MADE, AND SHALL NOT BE DEEMED TO HAVE MADE, ANY REPRESENTATIONS OR WARRANTIES IN THE MATERIALS RELATING TO THE BUSINESS MADE AVAILABLE OR DELIVERED TO THE BUYER, INCLUDING DUE DILIGENCE MATERIALS, OR IN ANY PRESENTATION OF THE BUSINESS OF THE TARGET COMPANIES BY THIS AGREEMENT.MANAGEMENT OF THE TARGET COMPANIES OR OTHERS

No Additional Representations or Warranties. EXCEPT AS PROVIDED OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III CAMPUS, THE PROPERTY ENTITIES, THE DEVELOPMENT ENTITIES, CAMPUS DEVELOPER OWNER AND CAMPUS DEVELOPER EACH EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY AND EVERY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING AS TO THE CONDITION, VALUE OR QUALITY OR INCOME OR EXPENSES OF ANY OF THE EXISTING CAMPUS PROPERTIES OR THE CAMPUS DEVELOPMENT PROPERTIES OR ANY OTHER ASSETS OR RIGHTS TO BE TRANSFERRED HEREUNDER OR THE AMOUNTS OF THE REAL ESTATE AND OTHER TAXES TO BE IMPOSED IN RESPECT OF ANY OR ALL SUCH PROVISIONS, AND CAMPUS, THE PROPERTY ENTITIES, THE DEVELOPMENT ENTITIES, CAMPUS DEVELOPER OWNER AND CAMPUS DEVELOPER EACH SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE EXISTING CAMPUS PROPERTIES OR THE CAMPUS DEVELOPMENT PROPERTIES OR ANY OTHER ASSETS OR RIGHTS TO BE TRANSFERRED (DIRECTLY OR INDIRECTLY) HEREUNDER OR AS TO THE PHYSICAL CONDITION OR OTHER ATTRIBUTES THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT, EXCEPT AS SET FORTH IN THIS ARTICLE III, NONE OF SELLERTHE EXISTING CAMPUS PROPERTIES, COMPANYTHE CAMPUS DEVELOPMENT PROPERTIES AND THE OTHER ASSETS AND RIGHTS TO BE ACQUIRED BY PURCHASER HEREUNDER ARE BEING ACQUIRED “AS IS, COMPANY’S SUBSIDIARIES NOR ANY OF THEIR RESPECTIVE AFFILIATESWHERE IS” ON THE INITIAL CLOSING DATE, NOR ANY OF THEIR RESPECTIVE DIRECTORSTHE DEVELOPMENT PROPERTY CLOSING DATE AND THE DEFERRED CLOSING DATE, OFFICERSAS APPLICABLE, EMPLOYEESAND THAT PURCHASER, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADE, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER TO ACQUIROR OR ITS AFFILIATES PURCHASER MERGER SUBS AND NO SUCH PARTY PURCHASER OP SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO ACQUIROR OR ITS AFFILIATES. WITHOUT LIMITING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE RELY ON ITS OWN EXAMINATION AND INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTTHEREOF.

No Additional Representations or Warranties. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SPAC OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS PROVIDED OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III‎III (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULES), THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, (A) NONE OF SELLER, THE COMPANY, COMPANY’S SUBSIDIARIES NOR ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, (I) IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THEIR RESPECTIVE AFFILIATESTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, NOR (II) WITH RESPECT TO THE GROUP COMPANIES, AND ANY MATTER RELATING TO ANY OF THEM, INCLUDING THEIR RESPECTIVE DIRECTORSAFFAIRS, OFFICERSTHE CONDITION, EMPLOYEESVALUE OR QUALITY OF THE ASSETS, STOCKHOLDERSLIABILITIES, PARTNERS, MEMBERS FINANCIAL CONDITION OR OTHER REPRESENTATIVES HAS MADERESULTS OF OPERATIONS, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER (III) WITH RESPECT TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY STATEMENT OR INFORMATION PROVIDED THAT HAVE BEEN MADE AVAILABLE TO ACQUIROR SPAC OR ANY OF ITS AFFILIATES. WITHOUT LIMITING REPRESENTATIVES, INCLUDING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND MATERIALS RELATING TO THE BUSINESS AND IS NOT RELYING ON AFFAIRS OR HOLDINGS OF THE GROUP COMPANIES OR ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS PRESENTATION OF THE BUSINESS AND AFFAIRS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED GROUP COMPANIES BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY THE MANAGEMENT OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, AND (B) NO STATEMENT OR INFORMATION CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SPAC, ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE ‎III, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS, FORECASTS, BUDGETS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY ANY GROUP COMPANY, ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANY, ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE ‎III, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SPAC, ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

No Additional Representations or Warranties. EXCEPT AS PROVIDED FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IIIIII (INCLUDING THE RELATED PORTIONS OF THE DISCLOSURE SCHEDULES) OR IN EACH OTHER TRANSACTION DOCUMENT (COLLECTIVELY, NONE THE “EXPRESS REPRESENTATIONS”), NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF SELLER, THE COMPANY, COMPANY’S SUBSIDIARIES NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADE, OR IS MAKING, INCLUDING ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED REGARDING THE COMPANY FURNISHED OR MADE AVAILABLE TO ACQUIROR THE PURCHASERS AND ITS REPRESENTATIVES (INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE BY THE COMPANY OR ITS AFFILIATES. WITHOUT LIMITING REPRESENTATIVES IN MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE FOREGOINGTRANSACTIONS CONTEMPLATED HEREBY) OR AS TO THE FUTURE, ACQUIROR ACKNOWLEDGES THAT ITPROJECTED OR ESTIMATED REVENUE, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION PROFITABILITY OR SUCCESS OF THE COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER SUBSIDIARIES. NOTWITHSTANDING THE CLOSINGFOREGOING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED NOTHING IN THIS AGREEMENT. FOR SECTION 3.26 SHALL BE DEEMED TO LIMIT ANY CLAIM BY A PURCHASER WITH RESPECT TO ITS RIGHTS AND REMEDIES IN THE PURPOSES HEREINCASE OF ACTUAL FRAUD, ANY INFORMATION PROVIDED TO, GROSS NEGLIGENCE OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTWILLFUL MISCONDUCT.

No Additional Representations or Warranties. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SPAC OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS PROVIDED OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE IIIIV (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULES), THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, (A) NONE OF SELLER, THE COMPANY, COMPANY’S SUBSIDIARIES NOR ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, (I) IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THEIR RESPECTIVE AFFILIATESTHE TRANSACTIONS, NOR (II) WITH RESPECT TO THE GROUP COMPANIES, AND ANY MATTER RELATING TO ANY OF THEM, INCLUDING THEIR RESPECTIVE DIRECTORSAFFAIRS, OFFICERSTHE CONDITION, EMPLOYEESVALUE OR QUALITY OF THE ASSETS, STOCKHOLDERSLIABILITIES, PARTNERS, MEMBERS FINANCIAL CONDITION OR OTHER REPRESENTATIVES HAS MADERESULTS OF OPERATIONS, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER (III) WITH RESPECT TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY STATEMENT OR INFORMATION PROVIDED THAT HAVE BEEN MADE AVAILABLE TO ACQUIROR SPAC OR ANY OF ITS AFFILIATES. WITHOUT LIMITING REPRESENTATIVES, INCLUDING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND MATERIALS RELATING TO THE BUSINESS AND IS NOT RELYING ON AFFAIRS OR HOLDINGS OF THE GROUP COMPANIES OR ANY IMPLIED WARRANTIES PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE GROUP COMPANIES BY THE MANAGEMENT OF THE COMPANY OR UPON OTHERS IN CONNECTION WITH THE TRANSACTIONS, AND (B) NO STATEMENT OR INFORMATION CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY WHATSOEVER AS HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SPAC, ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE PROSPECTS (FINANCIAL OR OTHERWISE) ANCILLARY AGREEMENTS OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, TRANSACTIONS. EXCEPT IN EACH CASE FOR THE REPRESENTATIONS AND WARRANTIES PROVIDED EXPRESSLY SET FORTH IN THIS AGREEMENT. ARTICLE IV, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS, FORECASTS, BUDGETS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY ANY GROUP COMPANY, ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANY, ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON, AND, EXCEPT FOR THE PURPOSES HEREINREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SPAC, ANY INFORMATION PROVIDED TOSPAC NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS.

No Additional Representations or Warranties. EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III AND THIS ARTICLE IIIIV, IN THE RELATED AGREEMENTS AND IN ANY CERTIFICATE DELIVERED HEREUNDER OR THEREUNDER, NONE OF SELLERTHE SELLERS, COMPANY, COMPANY’S THE COMPANY NOR THE SUBSIDIARIES NOR OR ANY OF THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERSSHAREHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADE, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER TO ACQUIROR BUYER OR ITS AFFILIATES WITH REGARD TO THIS AGREEMENT, THE RELATED AGREEMENTS, AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND, EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT OR ANY RELATED AGREEMENT, NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO ACQUIROR BUYER OR ITS AFFILIATES. WITHOUT LIMITING AFFILIATES WITH REGARD TO THIS AGREEMENT, THE FOREGOINGRELATED AGREEMENTS, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS TRANSACTIONS CONTEMPLATED HEREBY AND IS NOT RELYING ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENTTHEREBY. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BUYER BY OR ON BEHALF OF SELLERANY OF SELLERS, THE COMPANY OR COMPANY’S THE SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS MAY BE CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER SELLERS OR ITS REPRESENTATIVES THE SELLERS’ REPRESENTATIVE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

No Additional Representations or Warranties. EXCEPT AS PROVIDED OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III6, NONE EACH EQUITYHOLDER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF SELLERANY KIND OR NATURE, COMPANYEXPRESS OR IMPLIED, COMPANY’S SUBSIDIARIES NOR AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANIES’ OR THEIR ASSETS OR SECURITIES, INCLUDING ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ANY OF THE COMPANIES’ ASSETS OR EQUITY INTERESTS, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 6, SUCH SUBJECT ASSETS ARE BEING ACQUIRED THROUGH THE ACQUISITION “AS IS, WHERE IS” ON THE CLOSING DATE, AND IN THEIR PRESENT CONDITION, AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 6 AND IN ARTICLES 3 AND 4 (FOR WHICH EQUITYHOLDERS HAVE INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 12), EACH EQUITYHOLDER HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, MANAGER, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF EITHER OF THE COMPANIES OR CAMDEN OR ANY OF THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADE, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO ACQUIROR OR ITS AFFILIATES. WITHOUT LIMITING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT).

No Additional Representations or Warranties. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY, THE SELLERS OR ANY OF THEIR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS PROVIDED OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE IIIV (AS MODIFIED BY THE SPAC DISCLOSURE SCHEDULES), NONE THE ANCILLARY AGREEMENTS OR IN THE CASE OF SELLERFRAUD, COMPANY(A) SPAC, COMPANY’S SUBSIDIARIES NOR ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON DO NOT MAKE, AND SPAC EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, (I) IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THEIR RESPECTIVE AFFILIATESTHE TRANSACTIONS, NOR ANY (II) WITH RESPECT TO SPAC, INCLUDING ITS AFFAIRS, THE CONDITION, VALUE OR QUALITY OF THEIR RESPECTIVE DIRECTORSTHE ASSETS, OFFICERSLIABILITIES, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS FINANCIAL CONDITION OR OTHER REPRESENTATIVES HAS MADERESULTS OF OPERATIONS, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER (III) WITH RESPECT TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY STATEMENT OR INFORMATION PROVIDED THAT HAVE BEEN MADE AVAILABLE TO ACQUIROR OR ITS AFFILIATES. WITHOUT LIMITING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SELLERS OR ANY OF THEIR RESPECTIVE DIRECTORSREPRESENTATIVES, OFFICERSINCLUDING THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF SPAC OR ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE COMPANY BY THE MANAGEMENT OF THE COMPANY OR OTHERS IN CONNECTION WITH THE TRANSACTIONS, EMPLOYEESAND (B) NO STATEMENT OR INFORMATION CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY, STOCKHOLDERSTHE SELLERS, PARTNERSANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, MEMBERS DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR OTHER REPRESENTATIVES OR OTHERWISE, THE TRANSACTIONS. EXCEPT IN EACH CASE FOR THE REPRESENTATIONS AND WARRANTIES PROVIDED EXPRESSLY SET FORTH IN THIS AGREEMENT. ARTICLE V, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS, FORECASTS, BUDGETS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY SPAC, ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SPAC, ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON, AND, EXCEPT FOR THE PURPOSES HEREINREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY THE COMPANY, THE SELLERS ANY INFORMATION PROVIDED TOCOMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS.

No Additional Representations or Warranties. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS PROVIDED OTHERWISE SET FORTH IN THIS ARTICLE III‎IV, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, (A) NONE OF SELLERSPAC, COMPANYANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON MAKES, COMPANY’S SUBSIDIARIES NOR AND SPAC EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THEIR RESPECTIVE AFFILIATESTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADE, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER INCLUDING AS TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED MATERIALS RELATING TO ACQUIROR OR ITS AFFILIATES. WITHOUT LIMITING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON ANY IMPLIED WARRANTIES AFFAIRS OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS HOLDINGS OF SPAC THAT HAVE BEEN MADE AVAILABLE TO THE PROSPECTS (FINANCIAL COMPANY OR OTHERWISE) ANY OF ITS REPRESENTATIVES OR THE VIABILITY OR LIKELIHOOD OF SUCCESS IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER BY THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY MANAGEMENT OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, AND (B) NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY, ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE ‎IV, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY SPAC, ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SPAC, ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE ‎IV, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY THE COMPANY, ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

No Additional Representations or Warranties. THE COMPANY REPRESENTS AND ACKNOWLEDGES THAT: EXCEPT AS PROVIDED IN THIS ARTICLE IIIV (AS QUALIFIED BY THE SPAC DISCLOSURE LETTER AND THE DOCUMENTS REFERRED TO THEREIN), NONE OF SELLERAND THE REPRESENTATIONS AND WARRANTIES IN THE TRANSACTION AGREEMENTS, COMPANY, COMPANY’S SUBSIDIARIES NEITHER SPAC NOR ANY OF TRUE WIND CAPITAL NOR THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, STOCKHOLDERSEQUITYHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADE, OR IS MAKING, OR WILL DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY WHATSOEVER WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO ACQUIROR THE COMPANY, MERGER SUB OR ITS THEIR RESPECTIVE AFFILIATES, INCLUDING WITH RESPECT TO: (1) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO THE COMPANY, MERGER SUB AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES BY OR ON BEHALF OF SPAC IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; (2) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (3) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR SIMILAR FORWARD-LOOKING ITEM RELATING TO SPAC AND/OR THE BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS OF THE FOREGOING AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO ACQUIROR OR ITS AFFILIATES. WITHOUT LIMITING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES MERGER SUB OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORSREPRESENTATIVES EXCEPT TO THE EXTENT INCLUDED IN THIS AGREEMENT (AS QUALIFIED BY THE SPAC DISCLOSURE LETTER AND THE DOCUMENTS REFERRED TO THEREIN), OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE AND THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENTTHE TRANSACTION AGREEMENTS. FOR THE PURPOSES HEREIN, COMPANY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY INFORMATION PROVIDED TO, REPRESENTATION OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION WARRANTY THAT IS CONTAINED OR POSTED NOT EXPRESSLY SET FORTH IN ANY ELECTRONIC DATA ROOM ESTABLISHED ARTICLE V (AS QUALIFIED BY SELLER OR THE SPAC DISCLOSURE LETTER AND THE DOCUMENTS REFERRED TO THEREIN), AND THE REPRESENTATIONS AND WARRANTIES IN THE TRANSACTION AGREEMENTS. THE COMPANY ACKNOWLEDGES THAT IT HAS CONDUCTED, TO ITS REPRESENTATIVES SATISFACTION, AN INDEPENDENT INVESTIGATION AND VERIFICATION OF SPAC AND THE BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS OF THE FOREGOING AND, IN CONNECTION MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED TRANSACTIONS, THE COMPANY HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND VERIFICATION, IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES OF SPAC EXPRESSLY AND SPECIFICALLY SET FORTH IN ARTICLE V (AS QUALIFIED BY THIS AGREEMENTTHE SPAC DISCLOSURE LETTER AND THE DOCUMENTS REFERRED TO THEREIN) AND THE REPRESENTATIONS AND WARRANTIES OF SPAC IN THE TRANSACTION AGREEMENTS.

No Additional Representations or Warranties. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SPAC OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS PROVIDED OTHERWISE SET FORTH IN THIS ARTICLE III‎III, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, (A) NONE OF SELLER, THE COMPANY, COMPANY’S SUBSIDIARIES NOR ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THEIR RESPECTIVE AFFILIATESTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADE, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER INCLUDING AS TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED MATERIALS RELATING TO ACQUIROR OR ITS AFFILIATES. WITHOUT LIMITING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON AFFAIRS OR HOLDINGS OF THE RUMBLE COMPANIES THAT HAVE BEEN MADE AVAILABLE TO SPAC OR ANY IMPLIED WARRANTIES OF ITS REPRESENTATIVES OR UPON IN ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS PRESENTATION OF THE BUSINESS AND AFFAIRS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED RUMBLE COMPANIES BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY THE MANAGEMENT OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, AND (B) NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SPAC, ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE ‎III, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY ANY RUMBLE COMPANY, ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANY, ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE ‎III, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SPAC, ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

No Additional Representations or Warranties. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SPAC OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS PROVIDED OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE IIIIII (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULES), THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, (A) NONE OF SELLER, THE COMPANY, COMPANY’S SUBSIDIARIES NOR ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, (I) IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THEIR RESPECTIVE AFFILIATESTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, NOR (II) WITH RESPECT TO THE GROUP COMPANIES, AND ANY MATTER RELATING TO ANY OF THEM, INCLUDING THEIR RESPECTIVE DIRECTORSAFFAIRS, OFFICERSTHE CONDITION, EMPLOYEESVALUE OR QUALITY OF THE ASSETS, STOCKHOLDERSLIABILITIES, PARTNERS, MEMBERS FINANCIAL CONDITION OR OTHER REPRESENTATIVES HAS MADERESULTS OF OPERATIONS, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER (III) WITH RESPECT TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY STATEMENT OR INFORMATION PROVIDED THAT HAVE BEEN MADE AVAILABLE TO ACQUIROR SPAC OR ANY OF ITS AFFILIATES. WITHOUT LIMITING REPRESENTATIVES, INCLUDING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND MATERIALS RELATING TO THE BUSINESS AND IS NOT RELYING ON AFFAIRS OR HOLDINGS OF THE GROUP COMPANIES OR ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS PRESENTATION OF THE BUSINESS AND AFFAIRS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED GROUP COMPANIES BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY THE MANAGEMENT OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, AND (B) NO STATEMENT OR INFORMATION CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SPAC, ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS, FORECASTS, BUDGETS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY ANY GROUP COMPANY, ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANY, ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SPAC, ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

No Additional Representations or Warranties. EXCEPT AS PROVIDED OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III4 (AS MODIFIED BY THE CAMDEN DISCLOSURE SCHEDULES), NONE CAMDEN EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF SELLERANY KIND OR NATURE, COMPANYEXPRESS OR IMPLIED, COMPANY’S SUBSIDIARIES NOR ANY AS TO THE CONDITION, VALUE OR QUALITY OF THEIR RESPECTIVE AFFILIATESCAMDEN OR ITS ASSETS OR EQUITY INTERESTS, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADE, OR IS MAKING, INCLUDING ANY REPRESENTATION OR WARRANTY WHATSOEVER OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ACQUIROR ANY OF CAMDEN’S ASSETS OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF EQUITY INTERESTS, OR THE ACCURACY OR COMPLETENESS ABSENCE OF ANY INFORMATION PROVIDED TO ACQUIROR DEFECTS THEREIN, WHETHER LATENT OR ITS AFFILIATES. WITHOUT LIMITING PATENT, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 4, SUCH SUBJECT ASSETS AND EQUITY INTERESTS ARE BEING ACQUIRED THROUGH THE FOREGOINGACQUISITION “AS IS, ACQUIROR ACKNOWLEDGES THAT ITWHERE IS” ON THE CLOSING DATE, TOGETHER WITH ITS ADVISORSAND IN THEIR PRESENT CONDITION, HAS MADE AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, THEREOF. EXCEPT IN EACH CASE FOR THE REPRESENTATIONS AND WARRANTIES PROVIDED CONTAINED IN THIS AGREEMENT. ARTICLE 4 (AS MODIFIED BY THE CAMDEN DISCLOSURE SCHEDULES), CAMDEN HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR THE PURPOSES HEREINANY REPRESENTATION, ANY INFORMATION PROVIDED TOWARRANTY, STATEMENT, OR MADE AVAILABLE TOINFORMATION MADE, ACQUIROR BY COMMUNICATED, OR ON BEHALF OF SELLER, COMPANY FURNISHED (ORALLY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY THIS AGREEMENTANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF EITHER OF CAMDEN OR ANY OF ITS AFFILIATES).

No Additional Representations or Warranties. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS PROVIDED OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE IIIIV (AS MODIFIED BY THE SPAC DISCLOSURE SCHEDULES), NONE THE ANCILLARY AGREEMENTS OR IN THE CASE OF SELLERFRAUD, COMPANY(A) SPAC, COMPANY’S SUBSIDIARIES NOR ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON DO NOT MAKE, AND SPAC EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, (I) IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THEIR RESPECTIVE AFFILIATESTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, NOR ANY (II) WITH RESPECT TO SPAC, INCLUDING ITS AFFAIRS, THE CONDITION, VALUE OR QUALITY OF THEIR RESPECTIVE DIRECTORSTHE ASSETS, OFFICERSLIABILITIES, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS FINANCIAL CONDITION OR OTHER REPRESENTATIVES HAS MADERESULTS OF OPERATIONS, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER (III) WITH RESPECT TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY STATEMENT OR INFORMATION PROVIDED THAT HAVE BEEN MADE AVAILABLE TO ACQUIROR THE COMPANY OR ANY OF ITS AFFILIATES. WITHOUT LIMITING REPRESENTATIVES, INCLUDING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND MATERIALS RELATING TO THE BUSINESS AND IS NOT RELYING ON AFFAIRS OR HOLDINGS OF SPAC OR ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER BY THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY MANAGEMENT OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, AND (B) NO STATEMENT OR INFORMATION CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY, ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS, FORECASTS, BUDGETS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY SPAC, ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SPAC, ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY THE COMPANY, ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

No Additional Representations or Warranties. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SPAC OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS PROVIDED OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE IIIArticle VII (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULES), THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, (A) NONE OF THE SIGNING SELLERS MAKES, AND SUCH SIGNING SELLER EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, (I) IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THE TRANSACTIONS, (II) WITH RESPECT TO SUCH SIGNING SELLER, COMPANY, COMPANY’S SUBSIDIARIES NOR AND ANY MATTER RELATING TO ANY OF THEM, INCLUDING THEIR RESPECTIVE AFFILIATESAFFAIRS, NOR ANY THE CONDITION, VALUE OR QUALITY OF THEIR RESPECTIVE DIRECTORSTHE ASSETS, OFFICERSLIABILITIES, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS FINANCIAL CONDITION OR OTHER REPRESENTATIVES HAS MADERESULTS OF OPERATIONS, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER (III) WITH RESPECT TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY STATEMENT OR INFORMATION PROVIDED THAT HAVE BEEN MADE AVAILABLE TO ACQUIROR SPAC OR ANY OF ITS AFFILIATES. WITHOUT LIMITING THE FOREGOINGREPRESENTATIVES, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS AND (B) NO STATEMENT OR INFORMATION CONTAINED IN ANY OF SUCH MATERIALS OR MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON IN ANY IMPLIED WARRANTIES OR UPON ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY WHATSOEVER AS HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SPAC, ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE PROSPECTS (FINANCIAL OR OTHERWISE) ANCILLARY AGREEMENTS OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, TRANSACTIONS. EXCEPT IN EACH CASE FOR THE REPRESENTATIONS AND WARRANTIES PROVIDED EXPRESSLY SET FORTH IN THIS AGREEMENT. ARTICLE VII, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS, FORECASTS, BUDGETS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY ANY GROUP COMPANY, ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANY, ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON, AND, EXCEPT FOR THE PURPOSES HEREINREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS Article VII, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SPAC, ANY INFORMATION PROVIDED TOSPAC NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS.

No Additional Representations or Warranties. EXCEPT AS PROVIDED FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IIITERMS AND CONDITIONS, NONE THE PRODUCTS AND SERVICES, INCLUDING THE GIVEXPAY SERVICES AND GIVEX PLATFORM, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF SELLERANY KIND. GIVEX MAKES NO REPRESENTATIONS OR WARRANTIES, COMPANYEXPRESS OR IMPLIED, COMPANY’S SUBSIDIARIES NOR ANY OF THEIR RESPECTIVE AFFILIATESREGARDING THE PRODUCTS, NOR ANY OF THEIR RESPECTIVE DIRECTORSSERVICES, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADEGIVEXPAY SERVICES, OR IS MAKINGGIVEX PLAFTORM TO BE PROVIDED HEREUNDER OR THEIR CONDITION, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE BY MERCHANT OR ANY REPRESENTATION THIRD-PARTY. GIVEX AND ITS THIRD-PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTY WHATSOEVER TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES, GIVEXPAY SERVICES, GIVEX PLATFORM, PROCESSING SERVICES OR THE RESULTS MERCHANT MAY OBTAIN BY USING ANY INFORMATION PROVIDED OF THESE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GIVEX AND ITS THIRD-PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR- FREE; OR (B) THE QUALITY OF THE SERVICES WILL MEET MERCHANT'S REQUIREMENTS. MERCHANT ACKNOWLEDGES THAT NEITHER GIVEX NOR ITS THIRD-PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO ACQUIROR LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GIVEX IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ITS AFFILIATESOTHER DAMAGE RESULTING FROM SUCH PROBLEMS. WITHOUT LIMITING THE FOREGOING, ACQUIROR ACKNOWLEDGES GIVEX DOES NOT WARRANT OR GUARANTEE THAT ITALL SECURITY ATTACKS WILL BE DISCOVERED, TOGETHER WITH REPORTED OR REMEDIED, OR THAT THERE WILL NOT BE ANY SECURITY BREACHES BY THIRD-PARTIES. NEITHER GIVEX NOR PROCESSOR (NOR ANY OTHER PARTY PROVIDING ANY PORTION OF GIVEXPAY SERVICES OR PROCESSING SERVICES) SHALL BE RESPONSIBLE FOR ANY FAULTS, DELAYS OR INTERRUPTIONS IN THE GIVEXPAY SERVICES OR PROCESSING SERVICES THAT ARE A RESULT OF RESTRICTIONS IMPOSED BY ANY GOVERNMENT OR TELECOMMUNICATIONS SERVICE OPERATORS, OR AS RESULT OF ANY MISUSE OF THESE SERVICES BY MERCHANT OR ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERSAFFILIATES, EMPLOYEES, STOCKHOLDERSREPRESENTATIVES, PARTNERS, MEMBERS AGENTS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTCONTRACTORS.

No Additional Representations or Warranties. SPAC AGREES AND REPRESENTS THAT: EXCEPT AS PROVIDED IN THIS ARTICLE IIIIV (AS QUALIFIED BY THE COMPANY DISCLOSURE LETTER AND THE DOCUMENTS REFERRED TO THEREIN) AND THE REPRESENTATIONS AND WARRANTIES IN THE TRANSACTION AGREEMENTS, NONE OF SELLER, THE COMPANY, COMPANY’S SUBSIDIARIES NOR MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, STOCKHOLDERSEQUITYHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADE, OR IS MAKING, OR WILL DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY WHATSOEVER WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO ACQUIROR SPAC, SPONSOR OR THEIR AFFILIATES OR REPRESENTATIVES, OR ANY OTHER PERSON, WITH RESPECT TO THE COMPANY, ANY OF ITS SUBSIDIARIES, OR ANY OF THEIR BUSINESSES, ASSETS OR PROPERTIES, OR OTHERWISE, INCLUDING: (A) ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS, AND (B) ANY REPRESENTATION OR WARRANTY REGARDING: (1) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO SPAC, SPONSOR OR THEIR AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY AND NO SUCH PARTY MERGER SUB IN CONNECTION WITH THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY; (2) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (3) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR SIMILAR FORWARD-LOOKING ITEM RELATING TO THE COMPANY, MERGER SUB, ANY OF THE COMPANY’S SUBSIDIARIES AND/OR THE BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS OF THE FOREGOING, AND NONE OF THE COMPANY, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, EQUITYHOLDERS, PARTNERS, MEMBERS OR REPRESENTATIVES, SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO ACQUIROR SPAC, SPONSOR, THEIR AFFILIATES, THEIR REPRESENTATIVES OR ITS AFFILIATESANY OTHER PERSON. WITHOUT LIMITING THE FOREGOING, ACQUIROR SPAC HEREBY ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, IT HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING RELIED ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER THAT IS NOT EXPRESSLY SET FORTH IN ARTICLE IV (AS QUALIFIED BY THE COMPANY DISCLOSURE LETTER AND THE DOCUMENTS REFERRED TO THE PROSPECTS (FINANCIAL OR OTHERWISETHEREIN) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED OF THE COMPANY IN THIS AGREEMENTTHE TRANSACTION AGREEMENTS. FOR SPAC ACKNOWLEDGES THAT IT HAS CONDUCTED, TO ITS SATISFACTION, AN INDEPENDENT INVESTIGATION AND VERIFICATION OF THE PURPOSES HEREINCOMPANY, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR THE COMPANY’S SUBSIDIARIES OR AND THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND ALL INFORMATION THAT IS CONTAINED OR POSTED PROJECTED OPERATIONS OF THE FOREGOING AND, IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR MAKING ITS REPRESENTATIVES IN CONNECTION DETERMINATION TO PROCEED WITH THE TRANSACTIONS CONTEMPLATED TRANSACTIONS, SPAC HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND VERIFICATION, IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY AND SPECIFICALLY SET FORTH IN ARTICLE IV (AS QUALIFIED BY THIS AGREEMENTTHE COMPANY DISCLOSURE LETTER AND THE DOCUMENTS REFERRED TO THEREIN) AND THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN THE TRANSACTION AGREEMENTS.

No Additional Representations or Warranties. EXCEPT AS PROVIDED OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III3 (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULES), NONE YUCATAN EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF SELLERANY KIND OR NATURE, COMPANYEXPRESS OR IMPLIED, COMPANY’S SUBSIDIARIES NOR ANY AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANIES OR THEIR RESPECTIVE AFFILIATESASSETS OR EQUITY INTERESTS, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES HAS MADE, OR IS MAKING, INCLUDING ANY REPRESENTATION OR WARRANTY WHATSOEVER OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT ANY OF THE ACCURACY COMPANIES’ ASSETS OR COMPLETENESS EQUITY INTERESTS, OR THE ABSENCE OF ANY INFORMATION PROVIDED TO ACQUIROR DEFECTS THEREIN, WHETHER LATENT OR ITS AFFILIATES. WITHOUT LIMITING PATENT, IT BEING UNDERSTOOD THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 3, SUCH SUBJECT ASSETS AND EQUITY INTERESTS ARE BEING ACQUIRED THROUGH THE FOREGOINGACQUISITION “AS IS, ACQUIROR ACKNOWLEDGES THAT ITWHERE IS” ON THE CLOSING DATE, TOGETHER WITH ITS ADVISORSAND IN THEIR PRESENT CONDITION, HAS MADE AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS AND IS NOT RELYING ON ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, THEREOF. EXCEPT IN EACH CASE FOR THE REPRESENTATIONS AND WARRANTIES PROVIDED CONTAINED IN THIS AGREEMENT. ARTICLE 3 (AS MODIFIED BY THE COMPANY DISCLOSURE SCHEDULES), YUCATAN HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR THE PURPOSES HEREINANY REPRESENTATION, ANY INFORMATION PROVIDED TOWARRANTY, STATEMENT, OR MADE AVAILABLE TOINFORMATION MADE, ACQUIROR COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR ON BEHALF REPRESENTATIVE OF SELLER, A COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR OF ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTAFFILIATES).

No Additional Representations or Warranties. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS PROVIDED OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III‎IV (AS MODIFIED BY THE SPAC DISCLOSURE SCHEDULES), NONE THE ANCILLARY AGREEMENTS OR IN THE CASE OF SELLERFRAUD, COMPANY(A) SPAC, COMPANY’S SUBSIDIARIES NOR ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON DO NOT MAKE, AND SPAC EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, (I) IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OF THEIR RESPECTIVE AFFILIATESTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, NOR ANY (II) WITH RESPECT TO SPAC, INCLUDING ITS AFFAIRS, THE CONDITION, VALUE OR QUALITY OF THEIR RESPECTIVE DIRECTORSTHE ASSETS, OFFICERSLIABILITIES, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS FINANCIAL CONDITION OR OTHER REPRESENTATIVES HAS MADERESULTS OF OPERATIONS, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER (III) WITH RESPECT TO ACQUIROR OR ITS AFFILIATES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY STATEMENT OR INFORMATION PROVIDED THAT HAVE BEEN MADE AVAILABLE TO ACQUIROR THE COMPANY OR ANY OF ITS AFFILIATES. WITHOUT LIMITING REPRESENTATIVES, INCLUDING THE FOREGOING, ACQUIROR ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND MATERIALS RELATING TO THE BUSINESS AND IS NOT RELYING ON AFFAIRS OR HOLDINGS OF SPAC OR ANY IMPLIED WARRANTIES OR UPON ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES AS CONDUCTED AFTER BY THE CLOSING, AS CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR ANY MANAGEMENT OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, AND (B) NO STATEMENT OR INFORMATION CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY, ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE ‎IV, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS, FORECASTS, BUDGETS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY SPAC, ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SPAC, ANY SPAC NON-RECOURSE PARTY OR ANY OTHER PERSON, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE ‎IV, THE ANCILLARY AGREEMENTS OR IN THE CASE OF FRAUD, ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY THE COMPANY, ANY COMPANY NON-RECOURSE PARTY OR ANY OTHER PERSON IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

No Additional Representations or Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE IIIAGREEMENT, NONE OF SELLERTHE TRANSITION SERVICES AGREEMENT OR THE TRANSITION MARKS LICENSE AGREEMENT, COMPANY, COMPANY’S SUBSIDIARIES NEITHER THE SELLER NOR ANY OF THE INTERFACEFABRIC COMPANIES NOR THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERSSHAREHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES REPRESENTATIVES, HAS MADE, OR IS MAKING, ANY REPRESENTATION OR WARRANTY WHATSOEVER TO ACQUIROR THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO ACQUIROR OR ITS AFFILIATESCONTEMPLATED TRANSACTIONS ARE “AS IS”. WITHOUT LIMITING THE FOREGOING, ACQUIROR THE BUYER ACKNOWLEDGES THAT IT, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF COMPANY, ITS SUBSIDIARIES AND THE BUSINESS INTERFACEFABRIC COMPANIES AND IS NOT RELYING ON (A) ANY IMPLIED WARRANTIES OR UPON (B) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE TRANSITION SERVICES AGREEMENT OR THE TRANSITION MARKS LICENSE AGREEMENT, ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE PROSPECTS (FINANCIAL OR OTHERWISE) OR THE VIABILITY OR LIKELIHOOD OF SUCCESS OF THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES AS CONDUCTED THE INTERFACEFABRIC COMPANIES AFTER THE CLOSING, AS PROVIDED ORALLY OR CONTAINED IN ANY MATERIALS PROVIDED BY SELLER, COMPANY, COMPANY’S SUBSIDIARIES THE INTERFACEFABRIC COMPANIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERSSHAREHOLDERS, PARTNERS, MEMBERS OR OTHER REPRESENTATIVES OR OTHERWISE, EXCEPT IN EACH CASE THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT. FOR THE PURPOSES HEREIN, ANY INFORMATION PROVIDED TO, OR MADE AVAILABLE TO, ACQUIROR BY OR ON BEHALF OF SELLER, COMPANY OR COMPANY’S SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES SHALL INCLUDE ANY AND ALL INFORMATION THAT IS CONTAINED OR POSTED IN ANY ELECTRONIC DATA ROOM ESTABLISHED BY SELLER OR ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.