Common use of No Other Representations or Warranties; No Reliance Clause in Contracts

No Other Representations or Warranties; No Reliance. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 4, none of Parent, either Merger Sub or any other Person acting on behalf of Parent or either Merger Sub has made or makes, and the Company has not relied on, any representation or warranty, whether express or implied, with respect to Parent, either Merger Sub, their respective Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company or any of its representatives by or on behalf of Parent or either Merger Sub. The Company acknowledges and agrees that none of Parent, either Merger Sub or any other Person acting on behalf of Parent or either Merger Sub has made or makes, and the Company has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company or any of its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, either Merger Sub, or any of their respective Subsidiaries.

No Other Representations or Warranties; No Reliance. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 44 and in the Commitment Letters and the Guarantee, none of Parent, either Merger Sub or any other Person acting on behalf of Parent or either Merger Sub has made or makes, and the Company has not relied on, any representation or warranty, whether express or implied, with respect to Parent, either Merger Sub, their respective Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company or any of its representatives by or on behalf of Parent or either Merger Sub. The Company acknowledges and agrees that that, except for the representations and warranties contained in Article 4 and in the Commitment Letters and the Guarantee, none of Parent, either Merger Sub or any other Person acting on behalf of Parent or either Merger Sub has made or makes, and the Company has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company or any of its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, either Merger Sub, or any of their respective Subsidiaries. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 4 and in the Commitment Letters and the Guarantee, none of Parent, Merger Sub nor any Person acting on behalf of Parent or Merger Sub has made or makes, and the Company has not relied on, any representation or warranty, whether express or implied, with respect to Parent or Merger Sub.

No Other Representations or Warranties; No Reliance. The Company Each of Parent and the Merger Subs acknowledges and agrees that, except for the representations and warranties contained in Article 43, none of Parent, either Merger Sub the Company or any other Person acting on behalf of Parent or either Merger Sub the Company has made or makes, and the Company neither Parent nor either Merger Sub has not relied on, any representation or warranty, whether express or implied, with respect to Parentthe Company, either Merger Sub, their respective its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company or any of its representatives by or on behalf of Parent or either Merger Sub. The Company acknowledges and agrees that none of Parent, either Merger Sub or any of their respective representatives by or on behalf of the Company. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor any other Person acting on behalf of Parent or either Merger Sub the Company has made or makes, and the Company neither Parent nor either Merger Sub has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Parent, either Merger Sub or any of its 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 Parent, either Merger Sub, the Company or any of their respective its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor any other Person acting on behalf of the Company has made or makes, and neither Parent nor either Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to the Company.

No Other Representations or Warranties; No Reliance. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 4, none of Parent, either Merger Sub or any other Person acting on behalf of Parent or either Merger Sub has made or makes, and the Company has not relied on, any representation or warranty, whether express or implied, with respect to Parent, either Merger Sub, their respective Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company or any of its representatives Representatives by or on behalf of Parent or either Merger Sub. The Company acknowledges and agrees that none of Parent, either Merger Sub or any other Person acting on behalf of Parent or either Merger Sub has made or makes, and the Company has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company or any of its representatives Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, either Merger Sub, or any of their respective Subsidiaries.

No Other Representations or Warranties; No Reliance. The Company Parent acknowledges and agrees that, that except for the representations and warranties contained in Article 4IV, none of Parent, either Merger Sub or neither Purchaser nor any other Person acting or entity on behalf of Parent or either Merger Sub Purchaser has made or makes, and the Company Parent has not relied onupon, any representation or warranty, whether express or impliedimplied at law or equity, with respect to ParentPurchaser, either Merger Sub, their respective its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company Parent or any of its representatives Representatives by or on behalf of Purchaser. Parent or either Merger Sub. The Company acknowledges and agrees that none of Parent, either Merger Sub or neither Purchaser nor any other Person acting or entity on behalf of Parent or either Merger Sub Purchaser has made or makes, and the Company Parent has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Parent or any of its representatives Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parentany of Purchaser or its Subsidiaries. Parent and its Subsidiaries disclaim any other representations or warranties, either Merger Sub, whether made by Parent or any of their respective Subsidiariesits Representatives.

No Other Representations or Warranties; No Reliance. The Company Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties contained in Article 43, none of Parent, either Merger Sub the Company or any other Person acting on behalf of Parent or either Merger Sub the Company has made or makes, and the Company neither Parent nor Merger Sub has not relied on, any representation or warranty, whether express or implied, with respect to Parentthe Company, either Merger Sub, their respective its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company Parent, Merger Sub or any of its their respective representatives by or on behalf of the Company. Each of Parent or either and Merger Sub. The Company Sub acknowledges and agrees that none of Parent, either Merger Sub or neither the Company nor any other Person acting on behalf of Parent or either Merger Sub the Company has made or makes, and the Company neither Parent nor Merger Sub has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Parent, Merger Sub or any of its 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 Parent, either Merger Sub, the Company or any of their respective its Subsidiaries. Each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person acting on behalf of the Company has made or makes, and neither Parent nor Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to the Company (except for the representations and warranties of the Company expressly set forth in Article 3).

No Other Representations or Warranties; No Reliance. The Company Each of Parent and the Merger Sub acknowledges and agrees that, except for the representations and warranties contained in Article 43, none of Parent, either Merger Sub the Company or any other Person acting on behalf of Parent or either Merger Sub the Company has made or makes, and the Company neither Parent nor Merger Sub has not relied on, any representation or warranty, whether express or implied, with respect to Parentthe Company, either Merger Sub, their respective its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company Parent, Merger Sub or any of its representatives their respective Representatives by or on behalf of the Company. Each of Parent or either and Merger Sub. The Company Sub acknowledges and agrees that none of Parent, either Merger Sub or neither the Company nor any other Person acting on behalf of Parent or either Merger Sub the Company has made or makes, and the Company neither Parent nor Merger Sub has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Parent, Merger Sub or any of its representatives 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 Parent, either Merger Sub, the Company or any of their respective its Subsidiaries. Each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person acting on behalf of the Company has made or makes, and neither Parent nor Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to the Company (except for the representations and warranties contained in Article 3).

No Other Representations or Warranties; No Reliance. The Company Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties contained in Article 43 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, none of Parent, either Merger Sub the Company or any other Person acting on behalf of Parent or either Merger Sub the Company has made or makes, and the Company neither Parent nor Merger Sub has not relied on, any representation or warranty, whether express or implied, with respect to Parentthe Company, either Merger Sub, their respective its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company Parent, Merger Sub or any of its their respective representatives by or on behalf of the Company. Each of Parent or either and Merger Sub. The Company Sub acknowledges and agrees that none of Parentthat, either Merger Sub except for the representations and warranties contained in Article 3 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, neither the Company nor any other Person acting on behalf of Parent or either Merger Sub the Company has made or makes, and the Company neither Parent nor Merger Sub has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Parent, Merger Sub or any of its 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 Parent, either Merger Sub, the Company or any of their respective its Subsidiaries. Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties contained in Article 3 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, neither the Company nor any other Person acting on behalf of the Company has made or makes, and neither Parent nor Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to the Company.

No Other Representations or Warranties; No Reliance. The Company Each of Parent and the Merger Subs acknowledges and agrees that, except for the representations and warranties contained in Article 43, none of Parent, either Merger Sub the Company or any other Person acting on behalf of Parent or either Merger Sub the Company has made or makes, and the Company neither Parent nor either Merger Sub has not relied on, any representation or warranty, whether express or implied, with respect to Parentthe Company, either Merger Sub, their respective its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company or any of its representatives by or on behalf of Parent or either Merger Sub. The Company acknowledges and agrees that none of Parent, either Merger Sub or any of their respective representatives by or on behalf of the Company. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor any other Person acting on behalf of Parent or either Merger Sub the Company has made or makes, and the Company neither Parent nor either Merger Sub has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Parent, either Merger Sub or any of its 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 Parent, either Merger Sub, the Company or any of their respective its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor any other Person acting on behalf of the Company has made or makes, and neither Parent nor either Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to the Company (except for the representations and warranties contained in Article 3).

No Other Representations or Warranties; No Reliance. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 4, none of Parent, either Merger Sub or any other Person acting on behalf of Parent or either Merger Sub has made or makes, and the Company has not relied on, any representation or warranty, whether express or implied, with respect to Parent, either Merger Sub, their respective Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company or any of its representatives by or on behalf of Parent or either Merger Sub. The Company acknowledges and agrees that none of Parent, either Merger Sub or any other Person acting on behalf of Parent or either Merger Sub has made or makes, and the Company has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company or any of its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, either Merger Sub, or any of their respective Subsidiaries.

No Other Representations or Warranties; No Reliance. The Company Purchaser acknowledges and agrees that, except for the representations and warranties of Parent contained in Article 4IV, none of ParentParent or any Affiliate thereof, either Merger Sub or any other Person acting or entity on behalf of Parent or either Merger Sub any Affiliate thereof, has made or makes, and the Company has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the Business, Parent, either Merger Subthe Transferred Entities or any Affiliate thereof, their respective Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company Purchaser or its Affiliates any of its representatives their respective Representatives by or on behalf of Parent or either Merger Subany Affiliate or representative thereof. The Company Purchaser acknowledges and agrees that none of ParentParent or any Affiliate thereof, either Merger Sub or any other Person acting or entity on behalf of Parent or either Merger Sub any Affiliate thereof, has made or makes, and the Company Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company or any of its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, either Merger Sub, or any of their respective Subsidiaries.to

No Other Representations or Warranties; No Reliance. The Company acknowledges and agrees that, except for the representations and warranties contained in Article 4ARTICLE 4 and in the Commitment Letter and the Limited Guarantee, none of Parent, either Merger Sub or any other Person acting on behalf of Parent or either Merger Sub has made or makes, and the Company has not relied on, any representation or warranty, whether express or implied, with respect to Parent, either Merger Sub, their respective Subsidiaries Affiliates or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company or any of its representatives by or on behalf of Parent or either Merger Sub. The Company acknowledges and agrees that that, except for the representations and warranties contained in ARTICLE 4 and in the Commitment Letter and the Limited Guarantee, none of Parent, either Merger Sub or nor any other Person acting on behalf of Parent or either Merger Sub has made or makes, and the Company has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates Parent or budgets made available to the Company or any of its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, either Merger Sub, or any of their respective Subsidiaries.

No Other Representations or Warranties; No Reliance. The Company Parent acknowledges and agrees that, that except for the representations and warranties contained in Article 4IV or the Ancillary Agreements, none of Parent, either Merger Sub or (i) neither Purchaser nor any other Person acting or entity on behalf of Parent or either Merger Sub Purchaser has made or makes, and the Company Parent has not relied onupon, any representation or warranty, whether express or impliedimplied at law or equity, with respect to ParentPurchaser, either Merger Sub, their respective its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company Parent or any of its representatives Representatives by or on behalf of Parent or either Merger Sub. The Company acknowledges Purchaser, and agrees that none of Parent, either Merger Sub or (ii) neither Purchaser nor any other Person acting or entity on behalf of Parent or either Merger Sub Purchaser has made or makes, and the Company Parent has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Parent or any of its representatives Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parentany of Purchaser or its Subsidiaries. Parent and its Subsidiaries disclaim any other representations or warranties, either Merger Sub, whether made by Parent or any of their respective Subsidiariesits Representatives.

No Other Representations or Warranties; No Reliance. The Company Parent acknowledges and agrees that, except for the representations and warranties contained in Article 4IV or Section 11.16 and any certificate delivered pursuant to Section 8.3(c), none of Parent, either Merger Sub or Purchaser and any other Person acting or entity on behalf of Parent or either Merger Sub Purchaser has made or makes, and the Company Parent has not relied onupon, any representation or warranty, whether express or implied, with respect to ParentPurchaser, either Merger Sub, their respective its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company Parent or any of its representatives by or on behalf of Purchaser. Parent or either Merger Sub. The Company acknowledges and agrees that none of Parent, either Merger Sub or Purchaser and any other Person acting or entity on behalf of Parent Purchaser or either Merger Sub Purchaser has made or makes, and the Company Parent has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Parent or any of its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, either Merger Sub, Purchaser or any of their respective its Subsidiaries.

No Other Representations or Warranties; No Reliance. The Company Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties contained in Article 4ARTICLE 3 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, none of Parent, either Merger Sub or the Company nor any other Person acting on behalf of Parent or either Merger Sub the Company has made or makes, and the Company neither Parent nor Merger Sub has not relied on, any representation or warranty, whether express or implied, with respect to Parentthe Company, either Merger Sub, their respective its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to Parent, Merger Sub or any of their respective representatives by or on behalf of the Company or any of its representatives by or on behalf Subsidiaries. Each of Parent or either Merger Sub. The Company and Xxxxxx Sub acknowledges and agrees that none of Parentthat, either Merger Sub except for the representations and warranties contained in ARTICLE 3 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, neither the Company nor any other Person acting on behalf of Parent or either Merger Sub the Company has made or makes, and the Company neither Parent nor Xxxxxx Sub has not relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company or any of its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, either Merger Sub, or any of their respective SubsidiariesCompany.

No Other Representations or Warranties; No Reliance. The Company Parent acknowledges and agrees that, except for the representations and warranties contained in Article 4IV and in the Ancillary Agreements, none of Parent, either Merger Sub or neither Purchaser nor any other Person acting or entity on behalf of Parent or either Merger Sub Purchaser has made or makes, and the Company Parent has not relied onupon, any representation or warranty, whether express or implied, with respect to ParentPurchaser, either Merger Sub, their respective its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company Parent or any of its representatives by or on behalf of Purchaser. Parent or either Merger Sub. The Company acknowledges and agrees that none of Parent, either Merger Sub or neither Purchaser nor any other Person acting on behalf of Parent or either Merger Sub Purchaser has made or makes, and the Company Parent has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Parent or any of its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, either Merger Sub, or any of their respective Purchaser or its Subsidiaries.

No Other Representations or Warranties; No Reliance. The Company Purchaser acknowledges and agrees that, except for the representations and warranties of Parent contained in Article 4III, Article IV, the Ancillary Agreements and certificates delivered hereunder and thereunder, none of ParentParent or any Affiliate thereof, either Merger Sub or any other Person acting or entity on behalf of Parent or either Merger Sub any Affiliate thereof, has made or makes, and the Company has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the Business, Parent, either Merger Subthe Transferred Entities or any Affiliate thereof, their respective Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company Purchaser or its Affiliates any of its representatives their respective Representatives by or on behalf of Parent or either Merger Subany Affiliate or representative thereof. The Company Purchaser acknowledges and agrees that none of ParentParent or any Affiliate thereof, either Merger Sub or any other Person acting or entity on behalf of Parent or either Merger Sub any Affiliate thereof, has made or makes, and the Company Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Purchaser or any of its representatives Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Parent, either Merger Sub, the Transferred Entities or any of their respective SubsidiariesAffiliates thereof or the Business.

No Other Representations or Warranties; No Reliance. The Company Parent acknowledges and agrees that, except for the representations and warranties contained in Article 4IV and any certificate delivered pursuant to Section 8.3(c) or the Stockholder Agreement, none of ParentPurchaser, either Merger Sub any of its Affiliates or any other Person acting or entity on behalf of Parent Purchaser or either Merger Sub any of its Affiliates, has made or makes, and the Company Parent has not relied onupon, any representation or warranty, whether express or implied, with respect to ParentPurchaser, either Merger Sub, their respective its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company Parent or any of its representatives by or on behalf of Purchaser. Parent or either Merger Sub. The Company acknowledges and agrees that none of Parent, either Merger Sub or neither Purchaser nor any other Person acting or entity on behalf of Parent or either Merger Sub Purchaser has made or makes, and the Company Parent has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Parent or any of its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, either Merger Sub, or any of their respective Purchaser or its Subsidiaries.

No Other Representations or Warranties; No Reliance. The Company Purchaser acknowledges and agrees that, except for the representations and warranties contained expressly set forth in Article 4III or this Article IV, or any certificate or other document entered into, made, delivered, or made available in connection herewith, none of ParentParent or any Affiliate thereof, either Merger Sub or any other Person acting or entity on behalf of Parent or either Merger Sub any Affiliate thereof, has made or makes, and the Company has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the Business, Parent, either Merger Subthe Transferred Entities or any Affiliate thereof, their respective Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company Purchaser or its Affiliates any of its their respective representatives by or on behalf of Parent or either Merger Subany Affiliate or representative thereof. The Company Purchaser acknowledges and agrees that none of ParentParent or any Affiliate thereof, either Merger Sub or any other Person acting or entity on behalf of Parent or either Merger Sub any Affiliate thereof, has made or makes, and the Company Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Purchaser or any of its representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Parent, either Merger Sub, the Transferred Entities or any of their respective SubsidiariesAffiliates thereof or the Business.

No Other Representations or Warranties; No Reliance. The Company Each Seller acknowledges and agrees that, that except for the representations and warranties contained in Article 4IV, Section 11.17, the Limited Guaranty, the Equity Commitment Letter and the certificate delivered pursuant to Section 8.3(c), none of ParentPurchaser or any Affiliate thereof, either Merger Sub or any other Person acting or entity on behalf of Parent Purchaser or either Merger Sub any Affiliate thereof, has made or makes, and the Company has Sellers and their respective Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to ParentPurchaser, either Merger Sub, their respective Subsidiaries its Affiliates or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Company Sellers or any of its their representatives by or on behalf of Parent or either Merger SubPurchaser. The Company Except for the representations and warranties contained in Article IV, Section 11.17, the Limited Guaranty, the Equity Commitment Letter and the certificate delivered pursuant to Section 8.3(c), each Seller acknowledges and agrees that none of Parent, either Merger Sub or neither Purchaser nor any other Person acting or entity on behalf of Parent or either Merger Sub Purchaser has made or makes, and the Company no Seller has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company Sellers or any of its their representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent, either Merger Sub, or any of their respective SubsidiariesPurchaser or its Affiliates.