Common use of No Additional Representations or Warranties Clause in Contracts

No Additional Representations or Warranties. Except as provided in Article III or in the case of intentional fraud, neither the Company, its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise.

No Additional Representations or Warranties. Except as provided in Article III IV or in the case of intentional fraud, neither the Company, its Subsidiaries, SPAC nor any of their its Affiliates, nor any of their respective its equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC the Company, its Subsidiaries or its Affiliatesholders of Company Ordinary Shares, and except as provided in Article III IV or in the case of intentional fraud, the Company SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates the Caravelle Companies or its or their respective Representatives, with respect to SPAC or any of the Caravelle Companiesits Affiliates, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPACthe Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of the Caravelle Companiesits Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such informationinformation provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IIIIV, or in the case of intentional fraud, neither the Company SPAC nor any other Person on behalf of the Company SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPACthe Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of PubCo or the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPACthe Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC The Company acknowledges that SPAC the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries SPAC and other information that they have requested in connection with their investigation of the Caravelle Companies SPAC and the Transactions. Except as provided in Article IIIIV, or in the case of intentional fraud, SPAC the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its SubsidiariesSPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries SPAC as conducted after the Closing, as contained in any materials provided by the Company SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures).

No Additional Representations or Warranties. Except for the representations and warranties expressly contained in this Article 2 (as qualified by the Disclosure Schedules to the extent provided in Article III or in by the case express terms and conditions (including limitations and exclusions) of intentional fraudthis Agreement) (it being understood that Purchaser, neither the Company, its Subsidiaries, nor any Merger Sub and each of their AffiliatesRepresentatives have relied only on such express representations and warranties), nor any Purchaser and Merger Sub each acknowledge and agree, on its own behalf and on behalf of their respective equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, that neither the Company nor any other Person on behalf of the Company has made or makes, and neither Purchaser, Merger Sub nor any of their Representatives has relied on, the accuracy or completeness of any express or implied representation or warranty (including any representation or warranty, whether express or implied, as to the quality, merchantability, fitness of a particular purpose or condition of assets) with respect to the Barteca Entities or with respect to any statement or information of any nature made or provided by any Person or any information, statements, disclosures, documents, projections, forecasts, estimates forecasts or budgets other materials made available to SPACPurchaser, its affiliates Merger Sub or any of their respective Representatives of future revenuesin that certain datasite administered by DropBox, future results of operations Inc. (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise“Dataroom”) or the viability or likelihood otherwise on behalf of success of the business of any of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Affiliates Representatives to Purchaser, Merger Sub or any of their respective stockholdersRepresentatives. Each of Purchaser and Merger Sub (i) acknowledges that there are uncertainties inherent in attempting to make such projections, partnersforecasts and other materials and (ii) take full responsibility for making its own evaluation as to the accuracy and adequacy of the materials so furnished to them or to their respective Representatives. Without limiting the foregoing or any of Purchaser’s or Merger Sub’s rights or remedies under this Agreement, members neither the Company nor any other Person will have or be subject to any liability whatsoever to Purchaser, Merger Sub or any other Person, to the extent resulting from the distribution to Purchaser, Merger Sub or any of their Representatives, or Purchaser’s, Merger Sub’s or any of their Representatives use of or otherwisereliance on, any such information, including any information, statements, disclosures, documents, projections, forecasts or other materials made available to Purchaser, Merger Sub or any of their Representatives in the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement or any discussions with respect to any of the foregoing information.

No Additional Representations or Warranties. Except as provided The Company hereby acknowledges and agrees that, except for the representations and warranties set forth in Article III or in the case of intentional fraud‎V, (a) neither the Company, Buyer nor any its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members stockholders or Representatives has maderepresentatives, or any other Person, has made or is making, making any express or implied representation or warranty whatsoever with respect to SPAC Buyer or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to the Company or any of its Affiliates, and stockholders or representatives, or any other Person, or, except as provided otherwise expressly set forth in Article III this Agreement, had or has any duty or obligation to provide any information to the Company or any of its Affiliates, stockholders or representatives, or any other Person, in the case of intentional fraudconnection with this Agreement, the Company transactions contemplated hereby expressly disclaims or otherwise, and negates, (b) to the fullest extent permitted by applicable Law, neither Buyer nor its Subsidiaries, Affiliates, stockholders or representatives, or any other representation Person, will have or warranty whatsoever (whether at Law be subject to any Liability or in equity), and other obligation of any statement, information, opinion, projection kind or advice made, communicated or furnished (orally or in writing) nature to SPAC the Company or any of its Affiliates Affiliates, stockholders or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operationsrepresentatives, or with respect any other Person, resulting from the delivery, dissemination or any other distribution to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates Company or any of their respective Representatives byits Affiliates, stockholders or representatives, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing)Person, or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided use by the Company or any of its Affiliates Affiliates, stockholders or representatives, or any other Person, of any such information provided or made available to any of them by Buyer or any of their respective its Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Company or any of its Affiliates, stockholders, partnersor representatives, members or Representatives any other Person in anticipation or otherwisecontemplation of the Merger, the issuance of the Merger Consideration or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of Buyer set forth in Article ‎V or in the case of fraud) neither the Company nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Additional Representations or Warranties. Except as provided in this Article III V or in the case of intentional fraudany certificate or agreement delivered at Closing, neither the Company, its Subsidiaries, Buyer nor any of their its Affiliates, nor any of their respective equityholdersmanagers, directors, officers, employees, stockholders, partners, members members, agents or Representatives representatives has made, or is making, any representation or warranty whatsoever to SPAC any Seller, the Company or their respective Affiliates, managers, directors, officers, employees, stockholders, partners, members, agents or representatives, oral or written, express or implied, and Buyer hereby disclaims any such other representations and warranties. Except as provided in this Article V or in any certificate or agreement delivered at Closing, neither Buyer nor any of its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or nor any of their respective Representatives bymanagers, directors, officers, employees, stockholders, partners, members, agents or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party representatives shall be liable in respect of the accuracy or completeness of any such information. Without limiting information provided to Sellers, the generality of the foregoing, except as provided in Article IIICompany, or their respective Affiliates, managers, directors, officers, employees, shareholders, partners, members or representatives. Notwithstanding anything contained in the case of intentional fraudthis Agreement, neither the Buyer acknowledges and agrees that no Company nor any other Person on behalf of the Company Related Party has made made, or makesis making, any representation or warrantywarranty whatsoever, whether express or impliedimplied (and Buyer has not relied on any representation, warranty or statement of any kind by any Company Related Party) beyond those expressly given in Article III (with respect to Sellers) and Article IV, including any projections, forecasts, estimates implied warranty or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions as well as any other information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations or due diligence discussions that have been or shall hereafter be provided to or engaged in with Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the Company foregoing, except as may be expressly set forth in Article III or its SubsidiariesArticle IV. Buyer understands and agrees that any inventory, the prospects (financial or otherwise) or the viability or likelihood of success of the equipment, vehicles, assets, properties and business of any of the Company and its Subsidiaries are furnished “as conducted after is”, “where is” and, subject only to the Closing, as representations and warranties contained in Article III and Article IV, with all faults and without any materials provided by other representation or warranty of any nature whatsoever. Notwithstanding the Company foregoing, or anything to the contrary contained in this Agreement, nothing in this Agreement shall limit in any of its Affiliates way claims or any of their respective stockholders, partners, members or Representatives or otherwiseremedies for Fraud.

No Additional Representations or Warranties. Except for the representations and warranties of the Vendor and the Corporation expressly set forth in this Article 2 regarding the Vendor and the Corporation, as provided applicable, in Article III or each case, as qualified by the Schedules and in - -20 - accordance with the case express terms and conditions (including limitations and exclusions) of intentional fraudthis Agreement (the “Express Representations”) (it being understood that the Purchaser has relied only on such Express Representations), the Purchaser acknowledges and agrees, on its own behalf and on behalf of any Purchaser’s Indemnified Party, that neither the Company, its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company Corporation nor any other Person on behalf of the Company has made or Corporation makes, and the Purchaser has not relied on, and is not relying on, the accuracy or completeness of any express or implied representation or warranty, whether express warranty with respect to the Corporation or implied, with respect to any statement or information of any nature made or provided by any Person, any information, statements, disclosures, documents, projections, forecasts, estimates forecasts or budgets other material made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company Purchaser or any of its Affiliates or Representatives in that certain datasite “Project Seitel” administered by Intralinks (the “Dataroom”), or the projections on behalf of the Corporation or any of their respective stockholders, partners, members its Affiliates or Representatives to the Purchaser or otherwiseany of its Affiliates or Representatives. Without limiting the foregoing, neither the Corporation nor any other Person will have or be subject to any liability whatsoever to the Purchaser, or any other Person, resulting from the distribution to the Purchaser or any of its Affiliates or Representatives, or the Purchaser or any of its Affiliates’ or Representatives’ use of or reliance on, any such information, any information, statements, disclosures, documents, projections, forecasts or other material made available to the Purchaser or any of its Affiliates or Representatives in the Dataroom or otherwise provided to the Purchaser in expectation of the transactions or any discussions with respect to any of the foregoing information.

No Additional Representations or Warranties. Except as provided in Article III or in the case of intentional fraud, neither the Company, its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle AUM Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle AUM Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle AUM Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle AUM Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise.

No Additional Representations or Warranties. Except as otherwise expressly provided in Article III or in the case of intentional fraud, neither the Company, its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC or its Affiliates, and except (as provided in Article III or in the case of intentional fraud, modified by the Company Disclosure Schedule), each of the Parent Entities hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other express or implied representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle CompaniesCompany, their respective equityholders, partners, members or Representativesits affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPACthe Parent Entities, its their respective affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the TransactionsParent Entities, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such informationrepresentations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as provided expressly set forth in Article IIIthis Agreement, or in the case of intentional fraud, Parent Entities hereby acknowledge and agree that neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPACthe Parent Entities, its their respective affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPACthe Parent Entities, its Affiliates their respective affiliates or any of their respective Representatives or any other personPerson, and that, except as provided in Article III or in the case of intentional fraud, that any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise.

No Additional Representations or Warranties. Except as provided in Article III Notwithstanding the delivery or in the case of intentional fraud, neither the Company, its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever disclosure to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf ofAcquiror, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and thatPerson of any documentation or other information (including any financial projections or other supplemental data), except as expressly provided in this Article III V, or as may be separately stated in writing in the case Ancillary Agreements, neither SIM nor any of intentional fraudits Affiliates, nor any such representations of their respective directors, officers, managers, employees, stockholders (including the SIM Sellers), partners, members or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its other Representatives have been provided with full and complete access to (the Representatives“SIM Related Group”), books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article IIIhas made, or in the case is making, and SIM (on behalf of intentional frauditself and each of them) expressly disclaims, SPAC is not relying on any representation or warranty, oral warranty of any kind or writtennature, express or impliedimplied (including any representation or warranty of merchantability, whatsoever as to the condition, merchantabilityusage, suitability or fitness for a particular purpose with respect to their assets, any part thereof, the workmanship thereof, and the absence of any defects therein, whether latent or trade patent, it being understood and agreed that, except as expressly provided in this Article V, or as may be separately stated in writing in the Ancillary Agreements, such assets are being acquired “as is, where is” on the Closing Date and in their present condition), whatsoever to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, their Affiliates or, with respect to the Transactions, any other Person (including with respect to the condition, value or quality of the acquired equity interests or businesses or assets of the SIM Group). Without limiting the foregoing, no member of the SIM Related Group shall be liable in respect of or have any liability or indemnification obligations to any Person with respect to the accuracy or completeness of any such documentation or other information provided to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, any of their respective Affiliates or any other Person (including any Representatives of any of the foregoing) (including any information, documents, projections, forecasts or other material made available to Acquiror or any of its respective Affiliates or Representatives in certain “data rooms” or management presentations or otherwise in expectation of the Transactions contemplated by this Agreement or any of the Ancillary Agreements or any discussion with respect to any of the assets of foregoing information), unless and to the extent such documentation or other information is expressly included in any of the Company representation or its Subsidiarieswarranty made in this Article V, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company Ancillary Agreements and its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwisethere is Actual Fraud.

No Additional Representations or Warranties. Except as provided The Company acknowledges and agrees that (a) the Company and its advisors have made their own investigation of Parent, Merger Sub and Parent’s other Subsidiaries, (b) except for the representations and warranties of Parent and Merger Sub set forth in Article III or in the case of intentional fraud, neither the Company, its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud5, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company Parent, Merger Sub or its Parent’s other Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company Parent and its Subsidiaries as conducted after the Closing, as contained in Closing or the accuracy or completeness of any materials information provided by to the Company or by Parent, Merger Sub, any of its Affiliates Parent’s other Subsidiaries, any of their respective Affiliates, or any of their respective stockholdersdirectors, managers, officers, employees, equityholders, partners, members members, managers or Representatives representatives and (c) the representations and warranties of Parent and Merger Sub set forth in Article 5 constitute the sole and exclusive representations and warranties of Parent and Merger Sub and all other representations and warranties of any kind or otherwisenature, whether oral or written, whether consisting of statements (or omissions) or information, whether direct or indirect and whether expressed or implied, of Parent, Merger Sub, any of Parent’s other Subsidiaries, any of their respective Affiliates, or any of their respective directors, managers, officers, employees, equityholders, partners, members, managers or representatives regarding Parent and Merger Sub or any of Parent’s other Subsidiaries are hereby expressly disclaimed by the Company.

No Additional Representations or Warranties. Except as provided Buyer and Merger Subs hereby acknowledge and agree that, except for the representations and warranties set forth in Article III ‎Article IV or in the case of intentional fraud, (a) neither the Company, Company nor any its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members stockholders or Representatives has maderepresentatives, or any other Person, has made or is making, making any express or implied representation or warranty whatsoever with respect to SPAC the Company or any of its Subsidiaries or Affiliates or their respective business or operations, including with respect to any information provided or made available to Buyer or any of its Affiliates, and stockholders or representatives, or any other Person, or, except as provided otherwise expressly set forth in Article III this Agreement, had or has any duty or obligation to provide any information to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, in the case of intentional fraudconnection with this Agreement, the Company transactions contemplated hereby expressly disclaims or otherwise, and negates, (b) to the fullest extent permitted by applicable Law, neither the Company nor its Subsidiaries, Affiliates, stockholders or representatives, or any other representation Person, will have or warranty whatsoever (whether at Law be subject to any Liability or in equity), and other obligation of any statement, information, opinion, projection kind or advice made, communicated or furnished (orally or in writing) nature to SPAC Buyer or any of its Affiliates Affiliates, stockholders or its representatives, or their respective Representativesany other Person, with respect resulting from the delivery, dissemination or any other distribution to Buyer or any of its Affiliates, stockholders or representatives, or any other Person, or the Caravelle Companies, their respective equityholders, partners, members use by Buyer or Representatives, and any matter relating to any of themits Affiliates, including their affairs, the condition, value stockholders or quality of the assets, liabilities, financial condition or results of operationsrepresentatives, or with respect to the accuracy or completeness any other Person, of any other such information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided them by the Company or any of its Affiliates Subsidiaries, Affiliates, stockholders or representatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Buyer or any of their respective its Affiliates, stockholders, partnersor representatives, members or Representatives any other Person in anticipation or otherwisecontemplation of the Merger or any other transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in ‎Article IV or in the case of fraud) neither Buyer nor any of its Affiliates, stockholders or representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Additional Representations or Warranties. Except for the representations and warranties of the Vendor and the Corporation expressly set forth in this Article 2 regarding the Vendor and the Corporation, as provided applicable, in Article III or each case, as qualified by the Schedules and in accordance with the case express terms and conditions (including limitations and exclusions) of intentional fraudthis Agreement (the “Express Representations”) (it being understood that the Purchaser has relied only on such Express Representations), the Purchaser acknowledges and agrees, on its own behalf and on behalf of any Purchaser’s Indemnified Party, that neither the Company, its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company Corporation nor any other Person on behalf of the Company has made or Corporation makes, and the Purchaser has not relied on, and is not relying on, the accuracy or completeness of any express or implied representation or warranty, whether express warranty with respect to the Corporation or implied, with respect to any statement or information of any nature made or provided by any Person, any information, statements, disclosures, documents, projections, forecasts, estimates forecasts or budgets other material made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company Purchaser or any of its Affiliates or Representatives in that certain datasite “Project Seitel” administered by Intralinks (the “Dataroom”), or the projections on behalf of the Corporation or any of their respective stockholders, partners, members its Affiliates or Representatives to the Purchaser or otherwiseany of its Affiliates or Representatives. Without limiting the foregoing, neither the Corporation nor any other Person will have or be subject to any liability whatsoever to the Purchaser, or any other Person, resulting from the distribution to the Purchaser or any of its Affiliates or Representatives, or the Purchaser or any of its Affiliates’ or Representatives’ use of or reliance on, any such information, any information, statements, disclosures, documents, projections, forecasts or other material made available to the Purchaser or any of its Affiliates or Representatives in the Dataroom or otherwise provided to the Purchaser in expectation of the transactions or any discussions with respect to any of the foregoing information.

No Additional Representations or Warranties. Except as provided in Article III Notwithstanding the delivery or in the case of intentional fraud, neither the Company, its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever disclosure to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf ofAcquiror, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and thatPerson of any documentation or other information (including any financial projections or other supplemental data), except as expressly provided in this Article III IV, or as may be separately stated in writing in the case Ancillary Agreements, neither Panavision nor any of intentional fraudits Affiliates, nor any such representations of their respective directors, officers, managers, employees, stockholders, partners, members or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its other Representatives have been provided with full and complete access to (the Representatives“Panavision Related Group”), books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article IIIhas made, or in the case is making, and Panavision (on behalf of intentional frauditself and each of them) expressly disclaims, SPAC is not relying on any representation or warranty, oral warranty of any kind or writtennature, express or impliedimplied (including any representation or warranty of merchantability, whatsoever as to the condition, merchantabilityusage, suitability or fitness for a particular purpose with respect to their assets, any part thereof, the workmanship thereof, and the absence of any defects therein, whether latent or trade patent, it being understood and agreed that, except as expressly provided in this Article IV, or as may be separately stated in writing in the Ancillary Agreements, such assets are being acquired “as is, where is” on the Closing Date and in their present condition), whatsoever to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, their Affiliates or, with respect to the Transactions, any other Person (including with respect to the condition, value or quality of the acquired equity interests or businesses or assets of the Panavision Group). Without limiting the foregoing, no member of the Panavision Related Group shall be liable in respect of or have any liability or indemnification obligations to any Person with respect to the accuracy or completeness of any such documentation or other information provided to Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub, any of their respective Affiliates or any other Person (including any Representatives of any of the foregoing) (including any information, documents, projections, forecasts or other material made available to Acquiror or any of its respective Affiliates or Representatives in certain “data rooms” or management presentations or otherwise in expectation of the Transactions contemplated by this Agreement or any of the Ancillary Agreements or any discussion with respect to any of the assets of foregoing information), unless and to the extent such documentation or other information is expressly included in any of the Company representation or its Subsidiaries, the prospects (financial or otherwise) warranty made in this Article IV or the viability or likelihood of success of the business of any of the Company Ancillary Agreements and its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwisethere is Actual Fraud.

No Additional Representations or Warranties. Except as expressly provided in this Article III or in the case of intentional fraudIII, neither the Company, Company nor its Subsidiaries, nor or any of their Affiliates, nor any of their respective equityholdersdirectors, officers, employees, stockholders, partners, members or Representatives representatives has made, or is making, any representation or warranty whatsoever to SPAC Parent or its Affiliates, Affiliates and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such informationinformation provided to Parent or its Affiliates. Without limiting the generality foregoing but also without limiting the scope of the foregoing, except as provided representations and warranties set forth in this Article III, or III and/or in the case Letters of intentional fraudTransmittal and the Stockholder Support Agreement, neither the Company nor any other Person on behalf of the Company Parent acknowledges that Parent, together with its advisors, has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records own investigation of the Company and the Company its Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any implied warranties or upon any representation or warranty, oral or written, express or implied, warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the continued operation of the business of any of the Company Surviving Corporation and its Subsidiaries as conducted after the Closing, as contained in any materials provided by any of the Company Company, its Subsidiaries or any of its their Affiliates or any of their respective directors, officers, employees, stockholders, partners, members or Representatives representatives or otherwise. For the purposes herein, any information provided to, or made available to, Parent by or on behalf of any of the Company or its Subsidiaries shall include any and all information that may be contained or posted in any electronic data room established by the Company or its representatives in connection with the transactions contemplated by this Agreement. The foregoing shall in no way be construed to limit or impair Parent’s or its Affiliates’ right to make claims against any Person for or in the nature of fraud.

No Additional Representations or Warranties. Except as provided in Article III IV or in the case of intentional fraud, neither the Company, its Subsidiaries, SPAC nor any of their its Affiliates, nor any of their respective its equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC the Company, its Subsidiaries or its Affiliatesholders of Company Shares, and except as provided in Article III IV or in the case of intentional fraud, the Company SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates the Nettar Companies or its or their respective Representatives, with respect to SPAC or any of the Caravelle Companiesits Affiliates, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPACthe Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of the Caravelle Companiesits Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such informationinformation provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IIIIV, or in the case of intentional fraud, neither the Company SPAC nor any other Person on behalf of the Company SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPACthe Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of PubCo or the Caravelle Nettar Companies, whether or not included in any management presentation or in any other information made available to SPACthe Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC The Company acknowledges that SPAC the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries SPAC and other information that they have requested in connection with their investigation of the Caravelle Companies SPAC and the Transactions. Except as provided in Article IIIIV, or in the case of intentional fraud, SPAC the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its SubsidiariesSPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries SPAC as conducted after the Closing, as contained in any materials provided by the Company SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise. Notwithstanding anything to the contrary in this Agreement, including Section 4.4 and Section 4.13, no representation or warranty is made as to the accounting treatment of Acquiror’s issued and outstanding warrants, or as to any deficiencies in related disclosure (including with respect to internal control over financial reporting or disclosure controls and procedures).

No Additional Representations or Warranties. Except as provided in Article III or in the case of intentional fraud, neither the Company, its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to the any of the Caravelle Nettar Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle Nettar Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Nettar Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Nettar Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise.

No Additional Representations or Warranties. Except for the representations and warranties expressly contained in this Article 4 (as qualified by the Disclosure Schedules to the extent provided in Article III or in by the case express terms and conditions (including limitations and exclusions) of intentional fraudthis Agreement) (it being understood that Purchaser, Merger Sub and each of their Representatives have relied only on such express representations and warranties), Purchaser and Merger Sub each acknowledge and agree, on its own behalf and on behalf of their Representatives, that neither the Company, its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company Blocker nor any other Person on behalf of the Company has made or such Blocker makes, and neither Purchaser, Merger Sub nor any of their Representatives has relied on, the accuracy or completeness of any express or implied representation or warranty (including any representation or warranty, whether express or implied, as to the quality, merchantability, fitness of a particular purpose or condition of assets) with respect to such Blocker or with respect to any statement or information of any nature made or provided by any Person or any information, statements, disclosures, documents, projections, forecasts, estimates forecasts or budgets other materials made available to SPACPurchaser, its affiliates Merger Sub or any of their respective Representatives in the Dataroom or otherwise on behalf of future revenues, future results of operations (such Blocker or any component thereof)of its Representatives to Purchaser, future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates Merger Sub or any of their respective Representatives Representatives. Each of Purchaser and Merger Sub (i) acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts and other materials and (ii) take full responsibility for making its own evaluation as to the accuracy and adequacy of the materials so furnished to them or to their respective Representatives. Without limiting the foregoing or any of Purchaser’s or Merger Sub’s rights or remedies under this Agreement, neither such Blocker nor any other Person will have or be subject to any liability whatsoever to Purchaser, Merger Sub or any other personPerson, and thatto the extent resulting from the distribution to Purchaser, except as provided in Article III Merger Sub or in the case any of intentional fraudtheir Representatives, or Purchaser’s, Merger Sub’s or any of their Representatives use of or reliance on, any such representations information, including any information, statements, disclosures, documents, projections, forecasts or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its other materials made available to Purchaser, Merger Sub or any of their Representatives have been provided with full and complete access to in the Representatives, books and records Dataroom or otherwise in expectation of the Company and the Company Subsidiaries and other information that they have requested in connection transactions contemplated by this Agreement or any discussions with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as respect to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwiseforegoing information.

No Additional Representations or Warranties. (a) Except as provided for the specific representations and warranties expressly set forth in this Article III IV or in the case of intentional fraudany document, agreement, certificate or other instrument contemplated hereby, neither the Company, its Subsidiaries, nor any of their Affiliates, nor any of their respective equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraud, the Company hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates or its or their respective Representatives, with respect to any of the Caravelle Companies, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPAC, its affiliates or any of their respective Representatives by, or on behalf of, any of the Caravelle Companies, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company Subsidiaries nor any other Person on behalf of the Company has made or makes, has made, has been authorized to make, or shall be deemed to have made (and the Company, on behalf of itself, each of its Subsidiaries, and its and their respective Representatives, hereby disclaims), any express or implied representation or warranty, whether express or implied, warranty with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not included in any management presentation or in any other information made available to SPAC, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Affiliates Subsidiaries, or with respect to any other information provided to Parent, Merger Sub or their respective Representatives in connection with the Transactions, including the accuracy, completeness or timeliness thereof, including with respect to providing or making available to Parent, Merger Sub or any of their respective stockholdersRepresentatives, partnersor resulting from the omission of, members any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information, including any materials or information made available to Parent, Merger Sub and/or any of their respective Representatives in connection with presentations by the Company’s management, or otherwiseother material or information made available to Parent or Merger Sub (or their respective Representatives) in the VDR, and, if made, such other representation or warranty shall not be relied upon by the Parent, Parent’s Subsidiaries (including Merger Sub) or any other Person on behalf of Parent and none of the Company, its Subsidiaries or any other Person shall be subject to any liability to Parent, Merger Sub or any other Person resulting therefrom. Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that none of the Parent Parties or any other Person on behalf of a Parent Party has made or is making any representations or warranties relating to the Parent Parties whatsoever, express or implied, beyond those expressly given by Xxxxxx and Merger Sub in Article V or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any Parent Party furnished or made available to the Company or its Representatives.

No Additional Representations or Warranties. Except as provided in Article III (a) Notwithstanding the delivery or in disclosure to the case of intentional fraudCompanies, neither the CompanySIM Sellers, its Subsidiaries, nor any of their Affiliates, nor the Holder Representatives or any of their respective equityholdersAffiliates or Representatives or any other Person of any documentation or other information, except as expressly provided in this Article VII, or as may be separately stated in writing in the Ancillary Agreements, none of Acquiror, Panavision Acquisition Sub, SIM Acquisition Sub or their respective Affiliates, or any of their respective directors, officers, managers, employees, stockholders, partners, members or other Representatives (the “Acquiror Related Group”), has made, or is making, and Acquiror, Panavision Acquisition Sub and SIM Acquisition Sub (on behalf of themselves and each of them) expressly disclaim, any representation or warranty of any kind or nature, express or implied, whatsoever to SPAC or its Affiliates, and except as provided in Article III or in the case of intentional fraudCompanies, the Company hereby expressly disclaims and negatesSIM Sellers, to the fullest extent permitted by applicable LawHolder Representatives, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC of their respective Affiliates or any of its Affiliates or its or their respective Representatives, other Person with respect to any the Transactions. Without limiting the foregoing, no member of the Caravelle Companies, their respective equityholders, partners, members Acquiror Related Group shall be liable in respect of or Representatives, and have any matter relating liability or indemnification obligations to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or Person with respect to the accuracy or completeness of any such documentation or other information provided or made available to SPACthe Companies, its affiliates or the SIM Sellers, the Holder Representatives, any of their respective Affiliates or any other Person (including any Representatives by, or on behalf of, of any of the Caravelle Companies, whether orally or foregoing) (including any information made available to any such Person in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation expectation of the Transactions, and except as provided in Article III, Transactions contemplated by this Agreement or in the case of intentional fraud, no such party shall be liable in respect any of the accuracy Ancillary Agreements or completeness of any such information. Without limiting the generality of the foregoing, except as provided in Article III, or in the case of intentional fraud, neither the Company nor any other Person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, discussion with respect to any projections, forecasts, estimates or budgets made available to SPAC, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereofthe foregoing information), future cash flows unless and to the extent such documentation or future financial condition (other information is or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of the Caravelle Companies, whether or not may be included in any management presentation representation or warranty made in this Article VII, the Ancillary Agreements and there is Actual Fraud. Notwithstanding the delivery or disclosure to Acquiror, any other information made available to SPAC, of its Affiliates or any of their respective Representatives or any other personPerson of any documentation or other information (including any financial projections or other supplemental data), each of Acquiror, Panavision Acquisition Sub and SIM Acquisition Sub acknowledges that no member of the Panavision Related Group or the SIM Related Group has made, or is making, and thatnone of Acquiror, Panavision Acquisition Sub or SIM Acquisition Sub has relied upon, or is relying upon, any representation or warranty relating to the Panavision Group, the SIM Group, the SIM Sellers or otherwise in connection with this Agreement and the Transactions, except as expressly provided in Article III IV, Article V or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC acknowledges that SPAC and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries and other information that they have requested in connection with their investigation of the Caravelle Companies and the Transactions. Except as provided in Article III, or in the case of intentional fraud, SPAC is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its Subsidiaries, the prospects (financial or otherwise) VI or the viability or likelihood of success of the business of any of the Company and its Subsidiaries as conducted after the Closing, as contained in any materials provided by the Company or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwiseAncillary Agreements.

No Additional Representations or Warranties. Except as provided in Article III IV or in the case of intentional fraud, neither the Company, its Subsidiaries, SPAC nor any of their its Affiliates, nor any of their respective its equityholders, partners, members or Representatives has made, or is making, any representation or warranty whatsoever to SPAC the Company, its Subsidiaries or its Affiliatesholders of Company Ordinary Shares, and except as provided in Article III IV or in the case of intentional fraud, the Company SPAC hereby expressly disclaims and negates, to the fullest extent permitted by applicable Law, any other representation or warranty whatsoever (whether at Law or in equity), and any statement, information, opinion, projection or advice made, communicated or furnished (orally or in writing) to SPAC or any of its Affiliates the AUM Companies or its or their respective Representatives, with respect to SPAC or any of the Caravelle Companiesits Affiliates, their respective equityholders, partners, members or Representatives, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided or made available to SPACthe Company, its affiliates or any of their respective Representatives by, or on behalf of, SPAC or any of the Caravelle Companiesits Affiliates, whether orally or in writing, in any confidential information memoranda, any actual or virtual “datarooms,” management presentations, due diligence discussions or in any other form in contemplation of the Transactions, and except as provided in Article III, IV or in the case of intentional fraud, no such party shall be liable in respect of the accuracy or completeness of any such informationinformation provided to the Company, its Subsidiaries or Company Shareholders or their respective Affiliates. Without limiting the generality of the foregoing, except as provided in Article IIIIV, or in the case of intentional fraud, neither the Company SPAC nor any other Person on behalf of the Company SPAC has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to SPACthe Company, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company SPAC (including the reasonableness of the assumptions underlying any of the foregoing), or the probable success or profitability of any of Holdco or the Caravelle AUM Companies, whether or not included in any management presentation or in any other information made available to SPACthe Company, its Affiliates or any of their respective Representatives or any other person, and that, except as provided in Article III IV or in the case of intentional fraud, any such representations or warranties are expressly disclaimed. SPAC The Company acknowledges that SPAC the Company and its Representatives have been provided with full and complete access to the Representatives, books and records of the Company and the Company Subsidiaries SPAC and other information that they have requested in connection with their investigation of the Caravelle Companies SPAC and the Transactions. Except as provided in Article IIIIV, or in the case of intentional fraud, SPAC the Company is not relying on any representation or warranty, oral or written, express or implied, whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of any of the Company or its SubsidiariesSPAC, the prospects (financial or otherwise) or the viability or likelihood of success of the business of any of the Company and its Subsidiaries SPAC as conducted after the Closing, as contained in any materials provided by the Company SPAC or any of its Affiliates or any of their respective stockholders, partners, members or Representatives or otherwise.