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

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except for the representations and warranties contained in Article 3, none of the Company or any other Person acting on behalf of the Company has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, any representation or warranty, whether express or implied, with respect to the Company, 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, 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 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 any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub 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 or any of 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. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for the representations and warranties contained in Article 3‎Article ‎III, none of the Company or neither Seller nor any other Person acting on behalf of the Company Seller has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has and Purchaser have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanySeller, its Subsidiaries Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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, either Merger Sub Purchaser or any of their respective representatives by or on behalf of the CompanySeller, and that any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company Seller nor any other Person acting on behalf of the Company Seller has made or makes, and neither Parent nor either Merger Sub has and Purchaser have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Purchaser 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 Seller or its Affiliates (including the Company reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor their respective representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Companywarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except for the representations and warranties contained in Article 3, none of the Company or 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, 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, 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 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 any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub 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 or any of 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. Each of Parent The Company Parties each acknowledge and the Merger Subs acknowledges and agrees agree that, except for the representations and warranties contained in Article 34 or any certificate delivered pursuant to this Agreement, none of the Company Parent, either Parent Merger Sub or any other Person acting on behalf of the Company Parent or either Parent Merger Sub has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has none of the Company Parties have relied on, any representation or warranty, whether express or implied, with respect to the CompanyParent, its either Parent 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 Parent, either Merger Sub the Company Parties or any of their respective representatives Representatives by or on behalf of the CompanyParent or either Parent Merger Sub. Each The Company Parties acknowledge and agree that none of Parent, either Parent and the Merger Subs acknowledges and agrees that neither the Company nor Sub or any other Person acting on behalf of the Company Parent or either Parent Merger Sub has made or makes, and neither Parent nor either Merger Sub has none of the Company Parties have relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub the Company Parties or any of their respective 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 the Company Parent, either Parent Merger Sub or any of its their respective Subsidiaries. Each of Parent and Notwithstanding the Merger Subs acknowledges and agrees that neither foregoing, nothing in this Section 3.29 shall limit the Company nor Parties’ remedies with respect to intentional or willful misrepresentation of material facts that constitute common law fraud arising from or relating to the express representations and warranties made by Parent, either Parent Merger Sub or any other Person acting on behalf of the Company has made in Article 4 or makes, and neither Parent nor either Merger Sub has relied on, any representation or warranty, whether express or implied, with respect certificate delivered pursuant to the Companythis Agreement.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for that the only representations and warranties contained in Article 3made by Parent or any of its Affiliates, none of the Company or any other Person acting or entity on behalf of Parent or any of its Affiliates, are the Company has made ones expressly set forth in Article III or makesin any certificate delivered pursuant to Section 8.2(d), and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Parent, the Transferred Entities or any Affiliate thereof, 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, either Merger Sub Purchaser or any of their respective representatives its Representatives by or on behalf of Parent or any Representative thereof. Subject to and without limiting any of the Company. Each Parent’s or any of its Subsidiaries representations, warranties, covenants and agreements contained in this Agreement, Purchaser acknowledges that no Representative of Parent has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in Article III or in any certificate delivered pursuant to Section 8.2(d) and subject to the Merger Subs limited remedies herein provided. Purchaser further acknowledges and agrees that neither the Company nor none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Purchaser or any of their respective representatives 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, the Company Transferred Entities or any of its SubsidiariesAffiliates thereof or the Business or with respect to any future Environmental Laws. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither that, except for the Company nor representations and warranties expressly set forth in Article III or in any certificate delivered pursuant to Section 8.2(d), none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to the Company▇▇▇▇ Assets or the ▇▇▇▇ Liabilities, except as expressly set forth in Article III or the Ancillary Agreements. Purchaser and its Subsidiaries disclaim any representations or warranties except as expressly set forth in Article IV or in any certificate delivered pursuant to Section 8.2(d), whether made by Purchaser or any of its Representatives.

No Other Representations or Warranties; No Reliance. Each of Parent and the Parent Merger Subs acknowledges and agrees that, except for the representations and warranties contained in Article 33 or any certificate delivered pursuant to this Agreement, none of the Company Parties or any other Person acting on behalf of the Company Parties has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Parent Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to the CompanyCompany Parties, its 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 Parent, either Parent Merger Sub or any of their respective representatives Representatives by or on behalf of the CompanyCompany Parties. Each of Parent and the Parent Merger Subs acknowledges and agrees that neither the Company Parties nor any other Person acting on behalf of the Company Parties has made or makes, and neither Parent nor either Parent Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Parent Merger Sub or any of their respective 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 the Company Parties or any of its their respective Subsidiaries. Each of Parent and Notwithstanding the Merger Subs acknowledges and agrees that neither the Company nor any other Person acting on behalf of the Company has made or makesforegoing, and neither Parent nor either Merger Sub has relied on, any representation or warranty, whether express or implied, nothing in this Section 4.19 shall limit Parent’s remedies with respect to intentional or willful misrepresentation of material facts that constitute common law fraud arising from or relating to the Companyexpress representations and warranties made by the Company Parties in Article 3 or any certificate delivered pursuant to this Agreement.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except Except for the representations and warranties contained expressly set forth in this Article 3III or in the Ancillary Agreements, none of the Company Purchaser or any other Person acting on behalf of the Company Purchaser has made or makesshall be deemed to have made, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, Purchaser hereby expressly disclaims and negates any other express or implied representation or warranty, warranty whatsoever (whether express at law (including at common law or implied, by statute) or in equity) with respect to the CompanyPurchaser, its Subsidiaries Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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, either Merger Sub Sellers or any of their respective representatives its Representatives by or on behalf of Purchaser, and any such representations or warranties are expressly disclaimed. In connection with the Company. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor any other Person acting on behalf due diligence investigation of the Company Acquired Companies by Purchaser, Purchaser has made or makes, received and neither Parent nor either Merger Sub has relied on, any representation or warranty, whether express or implied, with respect may continue to any receive from the Acquired Companies certain projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Purchaser or any of their respective 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 the Company Sellers or any of its Subsidiariestheir Affiliates. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that (a) there are uncertainties inherent in attempting to make such projections and other forecasts and plans, (b) Purchaser is familiar with such uncertainties, (c) Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished it to it, and (d) except for the representations and warranties contained in Article II or in the Ancillary Agreements, neither the Company Sellers nor any other Person acting on behalf of the Company Sellers has made or makes, and neither Parent nor either Merger Sub Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyAcquired Companies, Sellers or their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Purchaser or any of its Representatives by or on behalf of Sellers, and that any such representations or warranties and rights or claims relating thereto are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Each Except for the representations and warranties expressly set forth in this ‎Article ‎III, neither Seller nor any other Person on behalf of Parent Seller has made, and Seller hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Seller or the Merger Subs Company or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article 3‎IV, none of the Company or neither Parent, Purchaser nor any other Person acting on behalf of the Company Parent or Purchaser has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub Seller has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyParent, its Subsidiaries Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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 otherwise furnished to Parent, either Merger Sub Seller or any of their respective its representatives by or on behalf of the CompanyParent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Seller acknowledges and agrees that neither the Company Parent, Purchaser nor any other Person acting on behalf of the Company Parent or Purchaser has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Seller or any of their respective 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, Purchaser or their respective Affiliates (including the Company reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Seller, its Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor their respective representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Companywarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except for the representations and warranties contained in Article 3, none of the Company or 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, 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, 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 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 any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub 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 or any of 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 CompanyCompany (except for the representations and warranties contained in Article 3).

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Sub acknowledges and agrees that, except for the representations and warranties contained in Article 33 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, none of the Company or 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, 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, either Merger Sub or any of their respective representatives by or on behalf of the Company. Each of Parent and the Merger Subs Sub acknowledges and agrees that 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 either Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub 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 or any of its Subsidiaries. Each of Parent and the Merger Subs Sub acknowledges and agrees that 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 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. Each Purchaser, on its own behalf and on behalf of Parent and the Merger Subs its Affiliates, acknowledges and agrees that it has relied exclusively on the representations and warranties of Seller contained in Article III or Article IV or in any Ancillary Agreement or certificate delivered pursuant to this Agreement, and that, except for the representations and warranties of Seller contained in Article 3III or Article IV or in any Ancillary Agreement or certificate delivered pursuant to this Agreement, none of the Company Seller or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Seller or any Affiliate thereof, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied onPurchaser and its Affiliates have not relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Seller, the Transferred Entities, the Transferred Assets, or any of their respective Affiliates, businesses, affairs, assets, liabilitiesLiabilities, 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 (or any omissions therefrom) provided or made available to Parent, either Merger Sub Purchaser or its Affiliates any of their respective representatives Representatives by or on behalf of the CompanySeller or any Affiliate or Representative thereof. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Seller or any Affiliate thereof, or any other Person acting on behalf of the Company Seller or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Purchaser has relied onnot relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to ParentPurchaser, either Merger Sub its Affiliates or any of their respective 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 Seller, the Company Transferred Entities or any of its SubsidiariesAffiliates thereof or the Business. Each of Parent and Notwithstanding the Merger Subs acknowledges and agrees that neither the Company nor any other Person acting on behalf of the Company has made or makesforegoing, and neither Parent nor either Merger Sub has relied on, any representation or warranty, whether express or implied, nothing in this Agreement shall limit Purchaser’s remedies in connection with respect to the Companya claim for Losses resulting from Fraud.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for the representations and warranties contained in Article 3III, none of the Company or neither Seller nor any other Person acting on behalf of the Company Seller has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has and Purchaser have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanySeller, its Subsidiaries Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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, either Merger Sub Purchaser or any of their respective representatives by or on behalf of the CompanySeller, and that any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company Seller nor any other Person acting on behalf of the Company Seller has made or makes, and neither Parent nor either Merger Sub has and Purchaser have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Purchaser 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 Seller or its Affiliates (including the Company reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor their respective representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Companywarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Sub acknowledges and agrees that, except for the representations and warranties contained in Article 3, none of the Company or 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, 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, either Merger Sub or any of their respective representatives by or on behalf of the Company. Each of Parent and the Merger Subs 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 either Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub 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 or any of its Subsidiaries. Each of Parent and the Merger Subs 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 either Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to the CompanyCompany (except for the representations and warranties of the Company expressly set forth in Article 3).

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except for the representations and warranties contained in Article 3IV and in any certificate delivered pursuant to Section 8.3(c), none of the Company or neither Purchaser nor any other Person acting or entity on behalf of the Company Purchaser has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has and its Affiliates have not relied onupon, any representation or warranty, whether express or impliedimplied at law or equity, with respect to the Company, Purchaser or its 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 Parent, either Merger Sub Parent or any of their respective representatives its Representatives by or on behalf of Purchaser or any Representative thereof. Parent acknowledges that no Representative of Purchaser or the CompanyTransferred Entities has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in Article IV or in any certificate delivered pursuant to Section 8.3(c) and subject to the limited remedies herein provided. Each of Parent and the Merger Subs further acknowledges and agrees that neither the Company Purchaser nor any Affiliate thereof, or any other Person acting or entity on behalf of the Company Purchaser or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Parent or any of their respective representatives 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 Purchaser, its Subsidiaries or its Affiliates. Parent and its Subsidiaries disclaim any other representations or warranties except for the Company representations and warranties contained in Article IV and in any certificate delivered pursuant to Section 8.3(c), whether made by Purchaser or any of 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 CompanyRepresentatives.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Sub acknowledges and agrees that, except for the representations and warranties contained in Article 33 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, none of the Company or 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, 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, either Merger Sub or any of their respective representatives by or on behalf of the Company. Each of Parent and the Merger Subs Sub acknowledges and agrees that that, except for the representations and warranties contained in Article 3 and in any other Transaction Document, 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 any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub 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 or any of its Subsidiaries. Each of Parent and the Merger Subs Sub acknowledges and agrees that 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 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. Each (a) Except for the express written representations and warranties made by Parent and Merger Sub in this Article IV and in any certificate delivered by Parent or Merger Sub pursuant to this Agreement, none of Parent, Merger Sub or any other Person makes any express or implied representation or warranty with respect to Parent, Merger Sub or any of their respective Affiliates or with respect to any other information provided to the Company or any of its Affiliates or its and their respective Representatives by or on behalf of Parent or any of its Subsidiaries in connection with the Transactions. (b) Parent and the Merger Subs Sub each acknowledges and agrees that, except for the representations and warranties contained set forth in Article 3III and in any certificate delivered by the Company pursuant to this Agreement, none neither the Company nor any other Person makes or has made any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or any of its Affiliates or its and their respective Representatives by or on behalf of the Company or any other Person acting of this Subsidiaries in connection with the Transactions. Each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company has made and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or makeswarranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and neither Parent nor either ▇▇▇▇▇▇ Sub has relied onMerger Sub, any representation or warrantyon its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, whether express or implied, with respect to acknowledges and agrees that none of the Company, any of 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 Person shall have or made available be subject to any liability or other obligation to Parent, either Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub or any of their respective representatives by Representatives, or on behalf of Parent’s or Merger Sub’s (or such Representatives’) use of, or the Company. 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 accuracy or makes, and neither Parent nor either Merger Sub has relied oncompleteness of, any representation or warrantysuch information, whether express or impliedincluding any information, with respect to any documents, projections, forecasts, estimates forecasts or budgets other material made available to Parent, either Parent or Merger Sub in certain “data rooms” 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) management presentations in expectation of the Company or any of 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 CompanyMerger.

No Other Representations or Warranties; No Reliance. Each (a) Notwithstanding anything herein to the contrary, the representations and warranties of Parent the Company expressly set forth in this Article IV are and shall constitute the Merger Subs sole and exclusive representations and warranties made with respect to the Company in connection with this Agreement or the transactions contemplated hereby. Except for the representations and warranties referred to in previous sentence, none of the Company, its Subsidiaries or any other Person has made or is making any express or implied representations or warranty, statutory or otherwise, of any nature, including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of the Company. Except for the representations and warranties expressly set forth in this Article IV, all other warranties, express or implied, statutory or otherwise, of any nature, including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of the Company are hereby expressly disclaimed. (b) The Company acknowledges and agrees that, except for the representations and warranties contained in Article 3V, none of the Company Parent, Merger Sub or any other Person acting on behalf of the Company Parent or Merger Sub has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub the Company has not relied on, any representation or warranty, whether express or implied, with respect to the CompanyParent, its 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 Parent, either Merger Sub the Company or any of their respective representatives its Representatives by or on behalf of the CompanyParent or Merger Sub. Each of Parent and the Merger Subs The Company acknowledges and agrees that neither (i) the Company nor has relied solely upon the representations and warranties contained in Article V and its own independent investigation and (ii) none of Parent, Merger Sub or any other Person acting on behalf of the Company Parent or Merger Sub has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub the Company or any of their respective 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 the Company Parent, Merger Sub, or any of its their respective Subsidiaries. Each For the avoidance 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 doubt, nothing in this Section 4.22 shall limit Company’s or makes, and neither Parent nor either Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to the CompanyParent’s obligations under Section 6.3.

No Other Representations or Warranties; No Reliance. (a) Notwithstanding anything herein to the contrary, the representations and warranties of Parent and Merger Sub expressly set forth in this Article V are and shall constitute the sole and exclusive representations and warranties made with respect to Parent and Merger Sub in connection with this Agreement or the transactions contemplated hereby. Except for the representations and warranties referred to in previous sentence, neither Parent nor Merger Sub, or any of their respective Subsidiaries or any other Person has made or is making any express or implied representations or warranty, statutory or otherwise, of any nature, including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of the Company. Except for the representations and warranties expressly set forth in this Article V, all other warranties, express or implied, statutory or otherwise, of any nature, including with respect to any express or implied representation or warranty as to the merchantability, quality, quantity, suitability or fitness for any particular purpose of the business or the assets of Parent or Merger Sub are hereby expressly disclaimed. (b) Each of Parent and the Merger Subs Sub acknowledges and agrees that, except for the representations and warranties contained in Article 3IV, none of the no Company Entity or 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, 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, either Merger Sub or any of their respective representatives Representatives by or on behalf of the Company. Each of Parent and the Merger Subs Sub acknowledges and agrees that neither the (i) they have relied solely upon such representations and warranties contained in Article IV and their own independent investigation and (ii) no Company nor Entity or 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 any projections, forecasts, estimates or budgets made available to Parent, either Parent or Merger Sub or any of their respective 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 the Company Company, or any of its Subsidiaries. Each For the avoidance 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 doubt, nothing in this Section 5.20 shall limit Parent’s 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’s obligations under Section 6.3.

No Other Representations or Warranties; No Reliance. Each Except for the representations and warranties expressly set forth in this ‎‎Article III, neither Seller nor any other Person on behalf of Parent Seller has made, and Seller hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Seller, the Merger Subs Company, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article 3‎Article IV, none of the Company or neither Parent, Purchaser nor any other Person acting on behalf of the Company Parent or Purchaser has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub Seller has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyParent, its Subsidiaries Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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 otherwise furnished to Parent, either Merger Sub Seller or any of their respective its representatives by or on behalf of the CompanyParent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Seller acknowledges and agrees that neither the Company Parent nor Purchaser nor any other Person acting on behalf of the Company Parent or Purchaser, has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Seller or any of their respective 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, Purchaser or their respective Affiliates (including the Company reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Seller, its Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor their respective representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Companywarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs ▇▇▇▇▇▇▇▇ acknowledges and agrees that, that except for the representations and warranties contained in Article 3IV, none of the Company Logo, SGS or any of their respective Subsidiaries or any other Person acting or entity on behalf of the Company Logo, SGS or any of their respective Subsidiaries has made or makes, and neither Parent nor either ▇▇▇▇▇▇▇▇ Sub has not relied onupon, any representation or warranty, whether express or impliedimplied at law or equity, with respect to the CompanyLogo, its Subsidiaries Subsidiaries, the SGS Entities, the SGS Business 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▇▇▇▇▇▇▇▇ or any of its Representatives by or on behalf of Logo, either Merger Sub SGS or any of their respective representatives by or on behalf of the CompanySubsidiaries. Each of Parent and the Merger Subs ▇▇▇▇▇▇▇▇ acknowledges and agrees that neither the Company nor none of Logo, SGS or any of their respective Subsidiaries or any other Person acting or entity on behalf of the Company Logo, SGS or any of their respective Subsidiaries has made or makes, and neither Parent nor either Merger Sub ▇▇▇▇▇▇▇▇ has not relied onupon, any representation or warranty, whether express or implied, with respect to (i) the value, merchantability or fitness for a particular use or purpose, (ii) the operation or probable success of the SGS Entities, the SGS Business (including with respect to any projections, forecasts, estimates or budgets delivered to or made available to Parent, either Merger Sub or any of their respective representatives Logo 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 SGS Entities, the SGS Business or any of its Subsidiaries. Each of Parent the future business and the Merger Subs acknowledges and agrees that neither the Company nor any other Person acting on behalf operations of the Company has and its Subsidiaries), (iii) the accuracy or completeness of any information regarding the SGS Entities, the SGS Business or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects or (iv) any other information or documents made available to ▇▇▇▇▇▇▇▇ or makesits counsel, and neither Parent nor either Merger Sub has relied on, any representation accountants or warranty, whether express or implied, advisors with respect to the CompanySGS Entities, the SGS Business or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects, in each case except as expressly set forth in Article IV (which representations and warranties are made subject to the other terms and conditions of this Agreement) and the other Transaction Documents. Logo and its Subsidiaries disclaim any other representations or warranties, whether made by Logo, its Subsidiaries or any of their respective Representatives.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for the representations and warranties contained in Article 3‎Article III, none of the Company or neither Seller nor any other Person acting on behalf of the Company Seller has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has and Purchaser have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanySeller, its Subsidiaries Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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, either Merger Sub Purchaser or any of their respective representatives by or on behalf of the CompanySeller, and that any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company Seller nor any other Person acting on behalf of the Company Seller has made or makes, and neither Parent nor either Merger Sub has and Purchaser have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Purchaser 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 Seller or its Affiliates (including the Company reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor their respective representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Company.warranties are expressly disclaimed. ARTICLE V ADDITIONAL AGREEMENTS 5.1

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except (a) Except for the representations and warranties contained in this Article 3IV, none of the Company or neither Purchaser nor any other Person acting or entity on behalf of the Company Purchaser has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, makes any representation or warranty, whether express or implied, with respect to the CompanyPurchaser, its 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 Parent, either Merger Sub its Affiliates or any of their respective representatives by or on behalf of the CompanyPurchaser. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company Neither Purchaser nor any other Person acting or entity on behalf of the Company Purchaser has made or makes, and neither Parent nor either Merger Sub has relied on, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub 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 or any of Purchaser or its Subsidiaries. Each Affiliates, whether or not included in any management presentation. (b) Purchaser, on behalf of Parent itself and the Merger Subs its Affiliates, acknowledges and agrees that neither except for the Company nor representations and warranties contained in Article III, none of the Sellers or any other Person acting or entity on behalf of the Company Sellers has made or makes, and neither Parent nor either Merger Sub has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanySellers, the Transferred Companies, the Business 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 Purchaser, its Affiliates or any of their representatives by or on behalf of the Sellers. Purchaser, on behalf of itself and its Affiliates, acknowledges and agrees that none of the Sellers or any other Person or entity on behalf of the Sellers has made or makes, and Purchaser and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser or its Affiliates or any of 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 any of the Sellers, the Transferred Companies or the Business, whether or not included in any management presentation. Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that none of the Sellers or any other Person or entity on behalf of the Sellers has made or makes, and Purchaser and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to the Excluded Assets or the Excluded Liabilities.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Buyer acknowledges and agrees that, except for that the only representations and warranties contained in Article 3made by Parent or any of its Affiliates, none of the Company or any other Person acting or entity on behalf of Parent or any of its Affiliates are the Company has made ones expressly set forth in Article III (as qualified by the Parent Disclosure Schedules) and in any Ancillary Agreement or makescertificate delivered in connection with the Transactions, and neither Parent nor either ▇▇▇▇▇▇ Sub has Buyer and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Parent, the Transferred Entity or any Affiliate thereof, 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, either Merger Sub Buyer or any of their respective representatives its Representatives by or on behalf of the CompanyParent or any Representative thereof. Each of Parent and the Merger Subs Buyer acknowledges and agrees that neither that, excluding the Company nor representations and warranties in Article III (as qualified by the Parent Disclosure Schedules) and in any Ancillary Agreement or certificate delivered in connection with the Transactions, none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Buyer has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Buyer or any of their respective representatives 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, the Company Transferred Entity or any of its SubsidiariesAffiliates thereof or the Business. Each of Parent and the Merger Subs Buyer acknowledges and agrees that neither that, excluding the Company nor representations and warranties in Article III (as qualified by the Parent Disclosure Schedules) and in any Ancillary Agreement or certificate delivered in connection with the Transactions, none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Buyer has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyRetained Assets or the Retained Liabilities, and Buyer expressly disclaims reliance any such other representation or warranty.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that they have relied exclusively on the representations and warranties of Seller contained in Article III or Article IV, the Ancillary Agreements or any certificates delivered hereunder and thereunder and that, except for the representations and warranties of Seller contained in Article 3III or Article IV the Ancillary Agreements and any certificates delivered hereunder and thereunder, none of the Company Seller or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Seller or any Affiliate thereof, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied onPurchaser and its Affiliates have not relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Seller, the Transferred Entities, or any of their respective Affiliates, businesses, affairs, assets, liabilitiesLiabilities, 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 (or any omissions therefrom) provided or made available to Parent, either Merger Sub Purchaser or its Affiliates any of their respective representatives Representatives by or on behalf of the CompanySeller or any Affiliate or Representative thereof. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Seller or any Affiliate thereof, or any other Person acting on behalf of the Company Seller or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Purchaser has relied onnot relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Purchaser and its Affiliates or any of their respective 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 Seller, the Company Transferred Entities or any of its Subsidiaries. Each of Parent and Affiliates thereof or 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 CompanyBusiness.

No Other Representations or Warranties; No Reliance. Each (a) Except for the express written representations and warranties made by the Acquiror in this Article III and in any certificate delivered by the Acquiror pursuant to this Agreement, none of Parent the Acquiror or any other Person makes any express or implied representation or warranty with respect to the Acquiror or any of its Affiliates or with respect to any other information provided to Parent, the Transferring Parties or any of their respective Affiliates or its and their respective Representatives by or on behalf of the Merger Subs Acquiror or any of its Subsidiaries in connection with the Transactions. (b) The Acquiror acknowledges and agrees that, except for the representations and warranties contained set forth in Article 3, none II and in any certificate delivered by Parent or any of the Company or Transferring Parties pursuant to this Agreement, neither Parent, the Transferring Parties nor any other Person acting on behalf of the Company makes or has made any express or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, any implied representation or warranty, whether express or implied, warranty with respect to Parent, the Company, its Subsidiaries Transferring Parties 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) Transferred Shares or with respect to the accuracy or completeness of any other information provided to the Acquiror or made available to Parent, either Merger Sub any of its Affiliates or its and their respective Representatives by or on behalf of Parent or any of the Transferring Parties or any of their respective representatives by or Subsidiaries in connection with the Transactions. The Acquiror, on its own behalf and on behalf of the Company. Each of its Affiliates (other than Parent and the Merger Subs acknowledges its other Subsidiaries) and agrees that neither the Company nor its and their respective Representatives, disclaims reliance on any representations or warranties or other Person acting on behalf information provided to them by Parent, any 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 any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Transferring Parties or any of their respective representatives of future revenues, future results of operations (Subsidiaries or its or their respective Representatives or any component thereof), future cash flows or future financial condition (other Person except for the representations and warranties expressly set forth in Article II and in any certificate delivered by Parent or any component thereof) of the Company Transferring Parties pursuant to this Agreement. Without limiting the generality of the foregoing, the Acquiror, on its own behalf and on behalf of its Affiliates (other than Parent and its other Subsidiaries) and its and their respective Representatives, acknowledges and agrees that none of Parent, any of the Transferring Parties, any of their respective Subsidiaries or any other Person shall have or be subject to any liability or other obligation to the Acquiror or any other Person resulting from the distribution to the Acquiror or any of its Subsidiaries. Each of Parent and Representatives, or the Merger Subs acknowledges and agrees that neither Acquiror’s (or such Representatives’) use of, or the Company nor accuracy or completeness of, any such information, including any information, documents, projections, forecasts or other Person acting on behalf material made available to the Acquiror in certain “data rooms” or management presentations in expectation 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 CompanyTransactions.

No Other Representations or Warranties; No Reliance. Each Purchaser, on its own behalf and on behalf of Parent and the Merger Subs its Affiliates, acknowledges and agrees that it has relied exclusively on the representations and warranties of Seller contained in Article III or Article IV and that, except for the representations and warranties of Seller contained in Article 3III or Article IV, none of the Company Seller or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Seller or any Affiliate thereof, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied onPurchaser and its Affiliates have not relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Seller, the Transferred Entities, or any of their respective Affiliates, businesses, affairs, assets, liabilitiesLiabilities, 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 (or any omissions therefrom) provided or made available to Parent, either Merger Sub Purchaser or its Affiliates any of their respective representatives Representatives by or on behalf of the CompanySeller or any Affiliate or Representative thereof. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Seller or any Affiliate thereof, or any other Person acting on behalf of the Company Seller or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Purchaser has relied onnot relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to ParentPurchaser, either Merger Sub its Affiliates or any of their respective 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 Seller, the Company Transferred Entities or any of its Subsidiaries. Each of Parent and Affiliates thereof or 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 CompanyBusiness.

No Other Representations or Warranties; No Reliance. Each Purchaser (on behalf of Parent itself, the Equity Investors and the Merger Subs their respective Affiliates and Representatives) acknowledges and agrees that, that except for the representations and warranties of Seller contained in Article 3III (and the certificate delivered pursuant to Section 8.2(c)), none of the Company Seller, any of its Affiliates or any other Person acting on behalf of the Company Seller or any such Affiliate has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser, the Equity Investors and their respective Affiliates and Representatives have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Seller, the Transferred Entities or any of their 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 ParentPurchaser, either Merger Sub the Equity Investors or any of their respective representatives Affiliates or Representatives by or on behalf of Seller or any of its Affiliates. Purchaser (on behalf of itself, the Company. Each of Parent Equity Investors and the Merger Subs their respective Affiliates and Representatives) further acknowledges and agrees that neither the Company nor none of Seller, any of its Affiliates or any other Person acting on behalf of the Company Seller or any such Affiliate has made or makes, and neither Parent nor either Merger Sub has Purchaser, the Equity Investors and their respective Affiliates and Representatives have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, forecasts or estimates or budgets made available to ParentPurchaser, either Merger Sub the Equity Investors or any of their respective representatives Affiliates or Representatives of future revenues, future expenses, generating capacity, results of operations (or any component thereof)operations, future cash flows or future flows, financial condition (or any component thereofof any of the foregoing) of the Company Seller or any of its SubsidiariesAffiliates or the Business. Each Purchaser (on behalf of Parent itself, the Equity Investors and the Merger Subs their respective Affiliates and Representatives) further acknowledges and agrees that neither the Company nor none of Seller, any of its Affiliates or any other Person acting on behalf of the Company Seller or any such Affiliate has made or makes, and neither Parent nor either Merger Sub has Purchaser, the Equity Investors and their respective Affiliates and Representatives have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyExcluded Assets or the Excluded Liabilities.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except (a) Except for the representations and warranties contained in this Article 3III, none of the Company Sellers or any other Person acting or entity on behalf of the Company Sellers has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, makes any representation or warranty, whether express or implied, with respect to the CompanySellers, its Subsidiaries the Transferred Companies, the Business 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 ParentPurchaser, either Merger Sub its Affiliates or any of their respective representatives by or on behalf of the CompanySellers. Each None of Parent the Sellers or any other Person or entity on behalf of the Sellers has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of 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 any of the Sellers, the Transferred Companies or the Business, whether or not included in any management presentation. Notwithstanding anything to the contrary in this Agreement, none of the Sellers or any other Person or entity on behalf of the Sellers has made or makes any representation or warranty, whether express or implied, with respect to the Excluded Assets or the Excluded Liabilities. (b) Sellers, on behalf of themselves and their Affiliates, acknowledge and agree that except for the Merger Subs acknowledges representations and agrees that warranties contained in Article IV, neither the Company Purchaser nor any other Person acting or entity on behalf of the Company Purchaser has made or makes, and Sellers and their Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Purchaser, 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 Sellers or their Affiliates or any of their representatives by or on behalf of Purchaser. Sellers acknowledge and agree, on behalf of themselves and their Affiliates, that neither Parent Purchaser nor either Merger Sub any other Person or entity on behalf of Purchaser has made or makes, and Sellers and their Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Sellers or their 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 or any of Purchaser or 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 warrantyAffiliates, whether express or implied, with respect to the Companynot included in any management presentation.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except (a) Except for the representations and warranties contained in this Article 3III, none of neither the Company or Sellers nor any other Person acting or entity on behalf of the Company Sellers has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, makes any representation or warranty, whether express or implied, with respect to the CompanySellers, its Subsidiaries their Affiliates, the Business, or any of their respective businesses, affairs, assets, liabilitiesLiabilities, 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 Parentthe Purchaser, either Merger Sub their Affiliates or any of their respective representatives Representatives by or on behalf of the CompanySellers. Each of Parent and Neither the Merger Subs acknowledges and agrees that neither the Company Sellers nor any other Person acting on behalf of the Company has Sellers have made or makes, and neither Parent nor either Merger Sub has relied on, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parentthe Purchaser, either Merger Sub their Affiliates or any of their respective 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 the Company or any of its Subsidiaries. Each the Sellers, their Affiliates or the Business, whether or not included in any management presentation. (b) The Sellers, on behalf of Parent themselves and their Affiliates, acknowledge and agree that, except for the Merger Subs acknowledges representations and agrees that warranties contained in Article IV, neither the Company Purchaser nor any other Person acting or entity on behalf of the Company Purchaser has made or makes, and neither Parent nor either Merger Sub has the Sellers and their Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyPurchaser, their 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 Sellers or their Affiliates or any of their Representatives by or on behalf of the Purchaser.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs The Company acknowledges and agrees that, except for the representations and warranties contained in Article 34 and in the Equity Commitment Letters and the Guarantee, none of the Company Parent, Merger Sub or any other Person acting on behalf of the Company Parent or Merger Sub has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub the Company has not relied on, any representation or warranty, whether express or implied, with respect to the CompanyParent, its 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 Parent, either Merger Sub the Company or any of their respective its representatives by or on behalf of the CompanyParent or Merger Sub. Each of Parent and the Merger Subs The Company acknowledges and agrees that neither that, except for the Company nor representations and warranties contained in Article 4 and in the Equity Commitment Letters and the Guarantee, none of Parent, Merger Sub or any other Person acting on behalf of the Company Parent or Merger Sub has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub the Company or any of their respective 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 the Company Parent, Merger Sub, or any of its their respective Subsidiaries. Each of Parent and the Merger Subs The Company acknowledges and agrees that neither that, except for the Company representations and warranties contained in Article 4 and in the Equity Commitment Letters and the Guarantee, none of Parent, Merger Sub nor any other Person acting on behalf of the Company Parent or Merger Sub has made or makes, and neither Parent nor either Merger Sub the Company has not relied on, any representation or warranty, whether express or implied, with respect to the CompanyParent or Merger Sub.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except Except for the representations and warranties contained in this Article 3IV, none of neither the Company or nor any other Person acting or entity on behalf of the Company has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, makes any representation or warranty, whether express or implied, with respect to the Company, its Subsidiaries Affiliates, its business or operations, or any of 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 ParentITAC, either Merger Sub its Affiliates or any of their respective representatives its Representatives by or on behalf of the Company. Each of Parent and the Merger Subs acknowledges and agrees that neither 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, makes any representation or warranty, whether express or implied, to ITAC with respect to any projections, forecasts, estimates or budgets made available to ParentITAC, either Merger Sub their Affiliates or any of their respective 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 the Company or any of the Company, its SubsidiariesAffiliates or its business, whether or not included in any management presentation. Each The Company, on behalf of Parent itself and the Merger Subs its Affiliates, acknowledges and agrees that that, except for the representations and warranties contained in Article III, neither the Company ITAC nor any other Person acting or entity on behalf of the Company ITAC has made or makes, and neither Parent nor either Merger Sub has the Company and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to ITAC, its Affiliates or its respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the Companyreasonableness 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 its Affiliates or any of their Representatives by or on behalf of ITAC.

No Other Representations or Warranties; No Reliance. Each Purchaser (on behalf of Parent itself and the Merger Subs its Affiliates and Representatives) acknowledges and agrees that, that except for the representations and warranties of Seller contained in Article 3III, none of the Company Seller, any of its Affiliates or any other Person acting on behalf of the Company Seller or any such Affiliate has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser and its Affiliates and Representatives have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Seller, the Transferred Entities or any of their 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 Parent, either Merger Sub Purchaser or any of their respective representatives its Affiliates or Representatives by or on behalf of the CompanySeller or any of its Affiliates. Each Purchaser (on behalf of Parent itself and the Merger Subs its Affiliates and Representatives) further acknowledges and agrees that neither the Company nor none of Seller, any of its Affiliates or any other Person acting on behalf of the Company Seller or any such Affiliate has made or makes, and neither Parent nor either Merger Sub has Purchaser and its Affiliates and Representatives have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Purchaser or any of their respective representatives its Affiliates or Representatives of future revenues, future expenses, generating capacity, results of operations (or any component thereof)operations, future cash flows or future flows, financial condition (or any component thereofof any of the foregoing) of the Company Seller or any of its SubsidiariesAffiliates or the Business. Each Purchaser (on behalf of Parent itself and the Merger Subs its Affiliates and Representatives) further acknowledges and agrees that neither the Company nor none of Seller, any of its Affiliates or any other Person acting on behalf of the Company Seller or any such Affiliate has made or makes, and neither Parent nor either Merger Sub has Purchaser and its Affiliates and Representatives have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyExcluded Assets or the Excluded Liabilities.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Zayo Purchaser acknowledges and agrees that, except for that the only representations and warranties contained in Article 3made by Parent or any of its Affiliates, none of the Company or any other Person acting or entity on behalf of Parent or any of its Affiliates, are the Company has made ones expressly set forth in Article III or makesin any Ancillary Agreement, and neither Parent nor either ▇▇▇▇▇▇ Sub has Zayo Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyFiber Business, its Subsidiaries Parent, the Transferred Entities or any Affiliate thereof, 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, either Merger Sub ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of their respective representatives its Representatives by or on behalf of the CompanyParent or any Representative thereof. Each of Parent and the Merger Subs Zayo Purchaser acknowledges and agrees that neither the Company nor that, except as set forth in Article III or in any Ancillary Agreement, none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Zayo 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 Parent, either Merger Sub Zayo Purchaser or any of their respective representatives 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, the Company Transferred Entities or any of its SubsidiariesAffiliates thereof or the Business. Each of Parent and the Merger Subs Zayo Purchaser acknowledges and agrees that neither the Company nor that, except as set forth in Article III or in any Ancillary Agreement, none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Zayo Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyRetained Assets or the Retained Liabilities. Zayo Purchaser acknowledges and agrees that neither ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ nor any of its Affiliates shall have any claim or cause of action under any theory of law (whether based in tort, contract or otherwise) against Parent or any of its Affiliates relating to any representations and warranties as to Parent, any of its Affiliates, the Fiber Business or the transactions contemplated by this Agreement other than in the case of Fraud and only with respect to the representations and warranties expressly set forth in Article III or in any Ancillary Agreement.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for that the only representations and warranties contained in Article 3made by Parent or any of its Affiliates, none of the Company or any other Person acting or entity on behalf of Parent or any of its Affiliates, are the Company has made ones expressly set forth in Article III or makesthe Ancillary Agreements, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Parent, the Transferred Entities or any Affiliate thereof, 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, either Merger Sub Purchaser or any of their respective representatives its Representatives by or on behalf of the CompanyParent or any Representative thereof. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither that, except as expressly set forth in Article III or the Company nor Ancillary Agreements, none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Purchaser or any of their respective representatives 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, the Company Transferred Entities or any of its SubsidiariesAffiliates thereof or the Business or with respect to any future Environmental Laws. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyCarrier Assets or the Carrier Liabilities.

No Other Representations or Warranties; No Reliance. Each Except for the representations and warranties expressly set forth in this ‎Article III, neither Seller nor any other Person on behalf of Parent Seller has made, and Seller hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Seller, the Merger Subs Companies, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article 3IV, none of the Company or neither Parent, Purchaser nor any other Person acting on behalf of the Company Parent or Purchaser has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub Seller has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyParent, its Subsidiaries Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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 otherwise furnished to Parent, either Merger Sub Seller or any of their respective its representatives by or on behalf of the CompanyParent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Seller acknowledges and agrees that neither the Company Parent, Purchaser nor any other Person acting on behalf of the Company Parent or Purchaser has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Seller or any of their respective 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, Purchaser or their respective Affiliates (including the Company reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Seller, its Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor their respective representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Companywarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Each (a) Except for the representations and warranties contained in this Agreement or in any other Transaction Document, none of Parent Seller or any other Person on behalf of Seller has made or makes any representation or warranty, whether express or implied, with respect to Seller, its Affiliates, the Acquired Business, or any of 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 Purchaser, its Affiliates or any of their representatives by or on behalf of Seller. None of Seller or any other Person or entity on behalf of Seller has made or makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Purchaser, its Affiliates or any of 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 any of Seller, its Affiliates or the Acquired Business, whether or not included in any management presentation. Notwithstanding anything to the contrary in this Agreement, none of Seller or any other Person or entity on behalf of Seller has made or makes any representation or warranty, whether express or implied, with respect to the Excluded Assets or the Excluded Liabilities. (b) Seller, on behalf of itself and the Merger Subs its Affiliates, acknowledges and agrees that, except for the representations and warranties contained in Article 3this Agreement or in any other Transaction Document, none of the Company or neither Purchaser nor any other Person acting or entity on behalf of the Company Purchaser has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has Seller and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyPurchaser, its 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 Parent, either Merger Sub Seller or its Affiliates or any of their respective representatives by or on behalf of the CompanyPurchaser. Each of Parent and the Merger Subs Seller acknowledges and agrees agrees, on behalf of itself and its Affiliates, that neither the Company Purchaser nor any other Person acting or entity on behalf of the Company Purchaser has made or makes, and neither Parent nor either Merger Sub has Seller and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Seller or 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 or any of Purchaser or 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 warrantyAffiliates, whether express or implied, with respect to the Companynot included in any management presentation.

No Other Representations or Warranties; No Reliance. (a) Except for the express written representations and warranties made by Parent and the Transferring Parties in this Article II and in any certificate delivered by Parent or any of the Transferring Parties pursuant to this Agreement, none of Parent, the Transferring Parties or any other Person makes any express or implied representation or warranty with respect to Parent, the Transferring Parties, any of their respective Affiliates or the Transferred Shares or with respect to any other information provided to the Acquiror or any of its Affiliates or its and their respective Representatives by or on behalf of Parent, the Transferring Parties or any of their respective Subsidiaries in connection with the Transactions. (b) Each of Parent and the Merger Subs Transferring Parties acknowledges and agrees that, except for the representations and warranties contained set forth in Article 3III and in any certificate delivered by the Acquiror pursuant to this Agreement, none of neither the Company or Acquiror nor any other Person acting on behalf of the Company makes or has made any express or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, any implied representation or warranty, whether express or implied, warranty with respect to the Company, its Subsidiaries Acquiror 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) Equity Consideration or with respect to the accuracy or completeness of any other information provided or made available to Parent, either Merger Sub the Transferring Parties or any of their Affiliates or its and their respective representatives Representatives by or on behalf of the CompanyAcquiror or any of its respective Subsidiaries in connection with the Transactions. Each of Parent and the Merger Subs Transferring Parties, on its own behalf and on behalf of its Affiliates (other than the Acquiror and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Acquiror, any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Acquiror pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and the Transferring Parties, on its own behalf and on behalf of its Affiliates (other than the Acquiror and its Subsidiaries) and its and their respective Representatives, acknowledges and agrees that neither none of the Company nor Acquiror, any of its Subsidiaries or any other Person acting on behalf of the Company has made shall have or makes, and neither Parent nor either Merger Sub has relied on, any representation or warranty, whether express or implied, with respect be subject to any projections, forecasts, estimates liability or budgets made available other obligation to Parent, either Merger Sub Parent or the Transferring Parties or any other Person resulting from the distribution to Parent or the Transferring Parties or any of their respective representatives of future revenuesRepresentatives, future results of operations or Parent’s or the Transferring Parties’ (or such Representatives’) use of, or the accuracy or completeness of, any component thereof)such information, future cash flows including any information, documents, projections, forecasts or future financial condition (other material made available to the Parent or any component thereof) the Transferring Parties in certain “data rooms” or management presentations in expectation of the Company or any of 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 CompanyTransactions.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for the representations and warranties contained in Article 3‎Article III, none of the Company or neither Seller nor any other Person acting on behalf of the Company Seller has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has and Purchaser have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanySeller, its Subsidiaries Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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, either Merger Sub Purchaser or any of their respective representatives by or on behalf of the CompanySeller, and that any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company Seller nor any other Person acting on behalf of the Company Seller has made or makes, and neither Parent nor either Merger Sub has and Purchaser have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Purchaser 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 Seller or its Affiliates (including the Company reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor their respective representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Companywarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Each Except for the representations and warranties expressly set forth in this ‎Article ‎III, neither Seller nor any other Person on behalf of Parent Seller has made, and Seller hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Seller or the Merger Subs Company or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of - 37 - Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article 3‎IV, none of the Company or neither Parent, Purchaser nor any other Person acting on behalf of the Company Parent or Purchaser has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub Seller has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyParent, its Subsidiaries Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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 otherwise furnished to Parent, either Merger Sub Seller or any of their respective its representatives by or on behalf of the CompanyParent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Seller acknowledges and agrees that neither the Company Parent, Purchaser nor any other Person acting on behalf of the Company Parent or Purchaser has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Seller or any of their respective 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, Purchaser or their respective Affiliates (including the Company reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Seller, its Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor their respective representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Company.warranties are expressly disclaimed. ARTICLE IV

No Other Representations or Warranties; No Reliance. Each Except for the representations and warranties expressly set forth in this Article III, neither Seller nor any other Person on behalf of Parent Seller has made, and Seller hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Seller, the Merger Subs Company, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Purchaser or any of its Representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article 3IV, none of the Company or neither Purchaser nor any other Person acting on behalf of the Company Purchaser has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub Seller has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyPurchaser, its Subsidiaries Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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 otherwise furnished to Parent, either Merger Sub Seller or any of their respective representatives its Representatives by or on behalf of the CompanyPurchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Seller acknowledges and agrees that neither the Company Purchaser nor any other Person acting on behalf of the Company Purchaser, has made or makes, and neither Parent nor either Merger Sub Seller has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available provided or otherwise furnished to Parent, either Merger Sub Seller or any of their respective representatives 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 Purchaser or its Affiliates (including the Company reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information provided or otherwise furnished to Seller, its Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor Representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Companywarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except (a) Except for the representations and warranties contained in this Article 3III, none of neither the Company or nor any other Person acting or entity on behalf of the Company has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, makes any representation or warranty, whether express or implied, with respect to the Company, its Subsidiaries Affiliates, or any of their respective businesses, affairs, assets, liabilitiesLiabilities, 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 Parentthe SPAC, either Merger Sub its Affiliates or any of their respective representatives Representatives by or on behalf of the Company, Holdco, Merger Sub 1, and Merger Sub 2. Each of Parent and the Merger Subs acknowledges and agrees that neither Neither the Company nor any other Person acting on behalf of the Company has have made or makes, and neither Parent nor either Merger Sub has relied on, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parentthe SPAC, either Merger Sub its Affiliates or any of their respective 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 the Company Company, Holdco, Merger Sub 1, or Merger Sub 2, or any of its Subsidiaries. Each or their Affiliates, whether or not included in any management presentation. (b) The Company, on behalf of Parent itself, Holdco, Merger Sub 1, Merger Sub 2, and the Merger Subs each of its and their Affiliates, acknowledges and agrees that that, except for the representations and warranties contained in Article IV, neither the Company SPAC nor any other Person acting or entity on behalf of the Company SPAC has made or makes, and neither Parent nor either the Company, Holdco, Merger Sub has 1, Merger Sub 2, and its and their Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the SPAC, 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, Holdco, Merger Sub 1, Merger Sub 2, or its or their Affiliates or any of their Representatives by or on behalf of the SPAC.

No Other Representations or Warranties; No Reliance. Each (a) Except for the representations and warranties made by Buyer or any of its Affiliates in Article III, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document, neither Buyer nor any other Person makes any express or implied representation or warranty with respect to Buyer or its businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding Buyer, notwithstanding the delivery or disclosure to Seller Parent and or any of its Representatives of any documentation, forecasts or other information with respect to any one or more of the Merger Subs acknowledges and agrees thatforegoing. Without limiting the generality of the foregoing, neither Buyer nor any other Person makes or has made any express or implied representation or warranty to Seller Parent or any of its Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Buyer or its businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects or (ii) except for the representations and warranties contained made by Buyer or any of its Affiliates in Article 3III, none in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document, any oral or written information presented to Seller Parent or any of its Representatives in the course of their due diligence investigation of Buyer, the negotiation of this Agreement and the other Transaction Documents or the course of the Company Transactions. Neither Buyer nor any other Person will have or be subject to any liability or other obligation to Seller Parent, any of its Representatives or any other Person acting on behalf resulting from the consummation of the Company has made Transactions or makesthe use by Seller Parent or its Representatives of any such information, including information, documents, projections, forecasts or other material provided to Seller Parent or any of its Representatives in any “data rooms”, teaser, confidential information memorandum or management presentations in connection with the Transactions, unless any such information is expressly and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, any specifically included in a representation or warrantywarranty made by Buyer or any of its Affiliates in Article III, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document and then only as expressly provided in this Agreement, such other Transaction Document or such certificate. Buyer disclaims any and all other representations and warranties, whether express or implied, and Seller Parent expressly disclaims reliance on any such other representations or warranties. (b) In connection with the investigation by Seller Parent of ▇▇▇▇▇’s business, ▇▇▇▇▇ has provided Seller Parent and its Representatives with certain projections and other forecasts, including projected financial statements, cash flow items and other data relating to ▇▇▇▇▇’s business, and certain business plan information therefor. Seller Parent acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Seller Parent is familiar with such uncertainties, that Seller Parent is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Seller Parent and its Representatives shall have no claim against any Person with respect thereto. Accordingly, Seller Parent acknowledges that neither Buyer nor any of its Representatives has made any representation or warranty with respect to the Companysuch projections and other forecasts and plans, its Subsidiaries and Seller Parent expressly disclaims reliance on any representation 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 warranty with respect to such projections or other forecasts or plans. (c) Notwithstanding anything to the accuracy contrary herein or completeness of any in the other information provided or made available to ParentTransaction Documents, either Merger Sub or any of their respective representatives by or on behalf it is the explicit intent of the Company. Each of Parent and the Merger Subs acknowledges and agrees Parties 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, Buyer is not making any representation or warrantywarranty whatsoever, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub beyond those expressly and specifically given by Buyer or any of their respective representatives of future revenuesits Affiliates in Article III, future results of operations (in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any component thereof)other Transaction Document, future cash flows including any implied warranty or future financial condition (representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to the Stock Consideration, and Seller Parent expressly disclaims reliance on any component thereof) representation or warranty beyond those of the Company Buyer or any of its Subsidiaries. Each Affiliates expressly and specifically given in Article III, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document. (d) In furtherance of the foregoing, Seller Parent and the Merger Subs acknowledges and agrees represents that neither the Company nor any other Person acting it is not relying on behalf of the Company has made or makes, and neither Parent nor either Merger Sub has relied on, any representation or warrantywarranty of Buyer other than those representations and warranties of Buyer or any of its Affiliates expressly and specifically set forth in Article III, whether express in any other Transaction Document or impliedin any certificate delivered pursuant to this Agreement or any other Transaction Document. Seller Parent acknowledges that it is a sophisticated purchaser and has conducted to its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of Buyer and the nature and condition of its assets and liabilities and, in making the determination to proceed with respect the Transactions, has relied solely on the results of its own independent investigation and the representations and warranties of Buyer or any of its Affiliates expressly and specifically set forth in Article III, in any other Transaction Document or in any certificate delivered pursuant to the Companythis Agreement or any other Transaction Document.

No Other Representations or Warranties; No Reliance. Each Purchaser acknowledges (on behalf of Parent itself, the Equity Investors, the Guarantors and the Merger Subs acknowledges its other Affiliates and their respective representatives and equity holders) and agrees that, that except for the representations and warranties of Parent or its Affiliates contained in Article 3III or Article III of the Merger Agreement, none of the Company Parent nor any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser, the Equity Investors, the Guarantors and its other Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Parent, the Transferred Entities or any Affiliate thereof, 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 ParentPurchaser, either Merger Sub the Equity Investors, the Guarantors or its other Affiliates or any of their respective representatives by or on behalf of Parent or any Affiliate or representative thereof. Purchaser (on behalf of itself, the Company. Each of Parent Equity Investors, the Guarantors and the Merger Subs its other Affiliates and their respective representatives and equity holders) acknowledges and agrees that neither the Company nor none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub has Purchaser, the Equity Investors, the Guarantors and its other Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to ParentPurchaser, either Merger Sub its Affiliates or any of their respective 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, the Company Transferred Entities or any Affiliates thereof, the Business, the Business Assets or the Business Liabilities, except as expressly set forth in Article III or Article III of its Subsidiaries. Each of Parent and the Merger Subs Agreement. Purchaser (on behalf of itself, the Equity Investor, the Guarantors and its other Affiliates and their respective representatives and equity holders) acknowledges and agrees that neither the Company none of Parent nor any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub has Purchaser, the Equity Investor, the Guarantors and its other Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyRetained Businesses, the Excluded Assets or the Excluded Liabilities.

No Other Representations or Warranties; No Reliance. Each (a) Except for the representations and warranties made by Seller Parent or any of Parent its Subsidiaries in Article II, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document, none of Seller Parent, the Sellers, the Business Companies or any other Person makes any express or implied representation or warranty with respect to Seller Parent, the Sellers, the Business Companies or their respective businesses (including the Business), operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding Seller Parent, the Merger Subs acknowledges and agrees thatSellers, the Business Companies or the Business, notwithstanding the delivery or disclosure to Buyer or any of its Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, none of Seller Parent, the Sellers, the Business Companies or any other Person makes or has made any express or implied representation or warranty to Buyer or any of its Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Seller Parent, the Sellers or the Business Companies or their respective businesses (including the Business), operations, properties, assets, liabilities, condition (financial or otherwise) or prospects or (ii) except for the representations and warranties contained made by Seller Parent or any of its Subsidiaries in Article 3II, none in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document, any oral or written information presented to Buyer or any of its Representatives in the course of their due diligence investigation of the Company Business Companies and the Business, the negotiation of this Agreement and the other Transaction Documents or the course of the Transactions. None of Seller Parent, the Sellers, the Business Companies or any other Person acting on behalf will have or be subject to any liability or other obligation to Buyer or any of its Representatives or any other Person resulting from the consummation of the Company has made Transactions or makesthe use by Buyer or any of its Representatives of any such information, including information, documents, projections, forecasts or other material provided to Buyer or any of its Representatives in any “data rooms”, teaser, confidential information memorandum or management presentations in connection with the Transactions, unless any such information is expressly and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, any specifically included in a representation or warrantywarranty made by Seller Parent or any of its Subsidiaries in Article II, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document and then only as expressly provided in this Agreement, such other Transaction Document or such certificate. Each of Seller Parent, the Sellers and the Business Companies disclaims any and all other representations and warranties, whether express or implied, and Buyer expressly disclaims reliance on any such other representations or warranties. (b) In connection with the investigation by Buyer of the Business, Seller Parent, the Sellers and the Business Companies have provided Buyer and its Representatives with certain projections and other forecasts, including projected financial statements, cash flow items and other data relating to the Business Companies and the Business, and certain business plan information therefor. Buyer acknowledges that there are uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Buyer is familiar with such uncertainties, that ▇▇▇▇▇ is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Buyer and its Representatives shall have no claim against any Person with respect to the Companythereto. Accordingly, its Subsidiaries or their respective businesses, affairs, assets, liabilities, financial condition, results ▇▇▇▇▇ acknowledges that none 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 Seller Parent, either Merger Sub the Sellers, the Business Companies 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 the Company Representatives has made or makes, and neither Parent nor either Merger Sub has relied on, any representation or warrantywarranty with respect to such projections and other forecasts and plans, whether and Buyer expressly disclaims reliance on any representation or warranty with respect to such projections or other forecasts or plans. (c) Notwithstanding anything to the contrary herein or in the other Transaction Documents, it is the explicit intent of the Parties that none of Seller Parent, the Sellers or the Business Companies is making any representation or warranty whatsoever, express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub 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 beyond those expressly and specifically given by Seller Parent or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor Subsidiaries in Article II, in any other Person acting on behalf of Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document, including any implied warranty or representation as to the Company has made value, condition, non-infringement, merchantability, suitability or makesfitness for a particular purpose as to the Acquired Equity Interests or the Transferred Assets, and neither Parent nor either Merger Sub has relied on, Buyer expressly disclaims reliance on any representation or warrantywarranty beyond those of Seller Parent or any of its Subsidiaries expressly and specifically given in Article II, whether express in any other Transaction Document or impliedin any certificate delivered pursuant to this Agreement or any other Transaction Document. (d) In furtherance of the foregoing, Buyer acknowledges and represents that it is not relying on any representation or warranty of Seller Parent, the Sellers or the Business Companies other than those representations and warranties of Seller Parent or any of its Subsidiaries expressly and specifically set forth in Article II, in any other Transaction Document or in any certificate delivered pursuant to this Agreement or any other Transaction Document. Buyer acknowledges that it is a sophisticated purchaser and has conducted to its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Business Companies and the Business and the nature and condition of the Transferred Assets and Assumed Liabilities and, in making the determination to proceed with respect the Transactions, has relied solely on the results of its own independent investigation and the representations and warranties of Seller Parent or any of its Subsidiaries expressly and specifically set forth in Article II, in any other Transaction Document or in any certificate delivered pursuant to the Companythis Agreement or any other Transaction Document.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Sub acknowledges and agrees that, except for the representations and warranties contained in Article 33 or in any other Transaction Document, none of the Company or 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, 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, either Merger Sub or any of their respective representatives by or on behalf of the Company. Each of Parent and the Merger Subs Sub acknowledges and agrees that that, except for the representations and warranties contained in Article 3 and or in any other Transaction Document, 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 any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub 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 or any of its Subsidiaries. Each of Parent and the Merger Subs ▇▇▇▇▇▇ Sub acknowledges and agrees that that, except for the representations and warranties contained in Article 3 or in any other Transaction Document, 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. Each of Parent and the Merger Subs (a) Buyer hereby acknowledges and agrees that, that except for the representations and warranties contained in Article 3‎Article III, or which are expressly made in any Transaction Document, none of Parent, any of the Company Business Companies, any of the Subsidiary Transferors or any of their respective Affiliates makes or has made any representations or warranties, express or implied, and Buyer hereby expressly disclaims reliance on any other representations or warranties, express or implied, whether made by Parent, any of the Business Companies, any of the Subsidiary Transferors or any of their respective Affiliates, with respect to the Business, any Parent Entity, any Business Company, the Shares, the Transferred Assets, this Agreement, any Transaction Document or any of the transactions contemplated hereby or thereby. (b) Buyer hereby agrees that, except to the extent of any express representations and warranties set forth in ‎Article III or in any Transaction Document, to the fullest extent permitted by Law, none of Parent, any of the Business Companies, any of the Subsidiary Transferors or any of their respective Affiliates shall have any responsibility or liability whatsoever to Buyer or any of its Affiliates on any basis (including in contract or tort, under applicable securities Laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or other Representatives (or any omissions therefrom), including, for the avoidance of doubt, any “management presentation”, any “data room”, any “quality of earnings” or “separation” report, any “due diligence session” or any other Person acting on behalf information made available to Buyer or any of the Company has its Affiliates or other Representatives (including any information which may have been incomplete, made in summary fashion or makes, and neither Parent nor either that was preliminary in nature). (c) In connection with ▇▇▇▇▇’s investigation of the Business, ▇▇▇▇▇ Sub has relied onreceived from or on behalf of Parent various forward-looking statements or pro forma financial information regarding the Business and the Business Companies (including estimates, assumptions, projections, forecasts and plans, as applicable) (collectively, the “Forward-Looking Statements”). Buyer acknowledges and agrees (i) there are uncertainties inherent in attempting to make the Forward-Looking Statements, (ii) Buyer is familiar with such uncertainties and (iii) none of Parent, any of the Business Companies or any of their respective Affiliates makes or has made, directly or indirectly, any representation or warranty, whether express or implied, with respect to (and Buyer is not relying on any representations and warranties, express or implied, with respect to) any of the Company, its Subsidiaries Forward-Looking Statements 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 prospectsany Forward-Looking Statement. (▇) or with respect to the accuracy or completeness of any other information provided or made available to Parent, either Merger Sub or any of their respective representatives by or on behalf of the Company. Each of Parent and the Merger Subs ▇▇▇▇▇ hereby acknowledges and agrees that neither the Company nor any other Person acting on behalf ▇▇▇▇▇ has conducted its own independent investigation, review and analysis of the Company has made Business and the operations, condition (financial or makesotherwise), assets, liabilities and neither Parent nor either Merger Sub has relied onprospects of the Business Companies, any representation or warranty, whether express or implied, to the extent Buyer deemed necessary and appropriate for Buyer to make a reasonably informed decision with respect to any projections, forecasts, estimates or budgets made available whether to Parent, either Merger Sub 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 enter into this Agreement and to consummate the Company or any of its Subsidiariestransactions contemplated by this Agreement. Each of Parent and the Merger Subs Buyer hereby acknowledges and agrees that neither it and its Affiliates and other Representatives have been permitted full and complete access to the Company nor any books and records, personnel, facilities and other Person acting on behalf properties and assets of the Company Business Companies and the Business that any of them has made desired or makesrequested to see or review. Buyer hereby acknowledges and agrees that it and its Affiliates and other Representatives have had a full opportunity to meet with the directors, officers and neither Parent nor either Merger Sub has relied onemployees of the Business Companies and the Business to discuss the Business Companies and the Business. (e) It is the explicit intent of Buyer that, should the Closing occur, Buyer shall acquire the Business and the Business Companies (including the Shares and the Transferred Assets) without any representation or warrantywarranty as to merchantability or fitness for any particular purpose, whether express in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or impliedwarranted in ‎Article III or in any Transaction Document. (f) Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that no provision of this Agreement is intended to eliminate or limit Parent’s remedies with respect to the CompanyFraud.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Sub acknowledges and agrees that, except for the representations and warranties contained in Article 33 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, none of the Company or 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, 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, either Merger Sub or any of their respective representatives by or on behalf of the Company. Each of Parent and the Merger Subs Sub acknowledges and agrees that 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 either Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub 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 or any of its Subsidiaries. Each of Parent and the Merger Subs Sub acknowledges and agrees that 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 either Merger Sub has relied on, any representation or warranty, whether express or implied, with respect to the Company. For the avoidance of doubt, the foregoing shall not limit or modify any of the representations and warranties of the parties to the Voting Agreements as set forth therein.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for that the only representations and warranties contained in Article 3made by Parent or any of its Affiliates, none of the Company or any other Person acting or entity on behalf of Parent or any of its Affiliates are the Company has made or makesones expressly set forth in Article III, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Parent, the Transferred Entities or any Affiliate thereof, 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, either Merger Sub Purchaser or any of their respective representatives its Representatives by or on behalf of the CompanyParent or any Representative thereof. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Purchaser or any of their respective representatives 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, the Company Transferred Entities or any of its SubsidiariesAffiliates thereof or the Business or with respect to any future Environmental Laws. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyCarrier Assets or the Carrier Liabilities. Purchaser acknowledges and agrees that neither Purchaser nor any of its Affiliates shall have any claim or cause of action under any theory of law (whether based in tort, contract or otherwise) against Parent or any of its Affiliates relating to any representations and warranties as to Parent, any of its Affiliates, the Business or the transactions contemplated by this Agreement other than in the case of Fraud and only with respect to the representations and warranties expressly set forth in Article III.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Sub acknowledges and agrees that, except for the representations and warranties contained in Article 33 and in any other document, agreement or instrument delivered by the Company pursuant to this Agreement, none of the Company or 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, 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, either Merger Sub or any of their respective representatives by or on behalf of the Company. Each of Parent and the Merger Subs Sub acknowledges and agrees that 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 either Merger Sub Mer▇▇▇ ▇▇b has relied on, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub 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 or any of its Subsidiaries. Each of Parent and the Merger Subs Sub acknowledges and agrees that 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 either Merger Sub Mer▇▇▇ ▇▇b has relied on, any representation or warranty, whether express or implied, with respect to the Company.

No Other Representations or Warranties; No Reliance. Each Purchaser acknowledges (on behalf of Parent itself, the Equity Investors, the Guarantors and the Merger Subs acknowledges its other Affiliates and their respective representatives and equity holders) and agrees that, that except for the representations and warranties of New CommerceOne or its Affiliates contained in Article 3V or Article IV of the Merger Agreement, none of the Company New CommerceOne nor any Affiliate thereof, or any other Person acting or entity on behalf of the Company New CommerceOne or any Affiliate thereof, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser, the Equity Investors, the Guarantors and its other Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries New CommerceOne, Parent the Transferred Entities or any Affiliate thereof, 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 ParentPurchaser, either Merger Sub the Equity Investors, the Guarantors or its other Affiliates or any of their respective representatives by or on behalf of New CommerceOne or any Affiliate or representative thereof. Purchaser (on behalf of itself, the Company. Each of Parent Equity Investors, the Guarantors and the Merger Subs its other Affiliates and their respective representatives and equity holders) acknowledges and agrees that neither the Company nor none of New CommerceOne or any Affiliate thereof, or any other Person acting or entity on behalf of the Company New CommerceOne or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub has Purchaser, the Equity Investors, the Guarantors and its other Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to ParentPurchaser, either Merger Sub its Affiliates or any of their respective 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 New CommerceOne, Parent, the Company Transferred Entities or any Affiliates thereof, the Business, the Business Assets or the Business Liabilities, except as expressly set forth in Article V or Article IV of its Subsidiaries. Each of Parent and the Merger Subs Agreement. Purchaser (on behalf of itself, the Equity Investors, the Guarantors and its other Affiliates and their respective representatives and equity holders) acknowledges and agrees that neither the Company none of New CommerceOne nor any Affiliate thereof, or any other Person acting or entity on behalf of the Company New CommerceOne or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub has Purchaser, the Equity Investors, the Guarantors and its other Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyRetained Businesses, the Excluded Assets or the Excluded Liabilities.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except Except for the representations and warranties contained in Article 3this Section 4.32, none of (i) neither the Company or nor any other Person acting or entity on behalf of the Company has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, makes any representation or warranty, whether express or implied, with respect to the Company, its Subsidiaries Affiliates, its business or operations, or any of their respective businesses, affairs, assets, liabilitiesLiabilities, 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 ParentOceanTech, either Merger Sub its Affiliates or any of their respective representatives its Representatives by or on behalf of the Company. Each of Parent , and the Merger Subs acknowledges and agrees that (ii) 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, makes any representation or warranty, whether express or implied, to OceanTech with respect to any projections, forecasts, estimates or budgets made available to ParentOceanTech, either Merger Sub their Affiliates or any of their respective 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 the Company or any of the Company, its SubsidiariesAffiliates or its business, whether or not included in any management presentation. Each The Company, on behalf of Parent itself and the Merger Subs its Affiliates, acknowledges and agrees that neither that, except for the Company representations and warranties contained in Article III, OceanTech, nor any other Person acting or entity on behalf of the Company OceanTech, has made or makes, and neither Parent nor either Merger Sub has the Company and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to OceanTech, its Affiliates or its respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the Companyreasonableness 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 its Affiliates or any of their Representatives by or on behalf of OceanTech.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except (a) Except for the representations and warranties contained in Article 3this ‎Article IV, none of the Company or neither Holdco, Merger Sub 1, Merger Sub 2, nor any other Person acting or entity on behalf of the Company Holdco, Merger Sub 1, or Merger Sub 2 has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, makes any representation or warranty, whether express or implied, with respect to the CompanyHoldco, its Subsidiaries Merger Sub 1, Merger Sub 2, their Affiliates, or any of their respective businesses, affairs, assets, liabilitiesLiabilities, 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 Parentthe SPAC, either Merger Sub its Affiliates or any of their respective representatives Representatives by or on behalf of the CompanyHoldco, Merger Sub 1, and Merger Sub 2. Each None of Parent and the Holdco, Merger Subs acknowledges and agrees that neither the Company Sub 1, or Merger Sub 2, nor any other Person acting on behalf of the Company has Holdco, Merger Sub 1, or Merger Sub 2, have made or makes, and neither Parent nor either Merger Sub has relied on, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parentthe SPAC, either Merger Sub its Affiliates or any of their respective 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 the Company any of Holdco, Merger Sub 1, or Merger Sub 2, or any of its Subsidiaries. Each or their Affiliates, whether or not included in any management presentation. (b) Holdco, Merger Sub 1, Merger Sub 2, and each of Parent its and the Merger Subs their Affiliates, acknowledges and agrees that that, (i) they have conducted their own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of SPAC, (ii) they have been afforded satisfactory access to the books and records, facilities and personnel of SPAC for purposes of conducting such investigation, and (iii) except for the representations and warranties contained in ‎Article V, neither the Company SPAC nor any other Person acting or entity on behalf of the Company SPAC has made or makes, and neither Parent nor either Holdco, Merger Sub has 1, Merger Sub 2, and their Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanySPAC, 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 Holdco, Merger Sub 1, Merger Sub 2, or their Affiliates or any of their Representatives by or on behalf of the SPAC.

No Other Representations or Warranties; No Reliance. Each (a) Except for the express written representations and warranties made by Parent and Merger Sub in this Article 6 and in any certificate delivered by Parent or Merger Sub pursuant to this Agreement, none of Parent, Merger Sub or any other Person makes any express or implied representation or warranty with respect to Parent, Merger Sub or any of their respective Affiliates or with respect to any other information provided to the Company or any of its Affiliates or its and their respective Representatives by or on behalf of Parent or any of its Subsidiaries in connection with the Transactions. (b) Parent and the Merger Subs Sub each acknowledges and agrees that, except for the representations and warranties contained set forth in Article 35 and in any certificate delivered by the Company pursuant to this Agreement, none neither the Company nor any other Person makes or has made any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent or any of its Affiliates or its and their respective Representatives by or on behalf of the Company or any other Person acting of this Subsidiaries in connection with the Transactions. Each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates (other than the Company has made and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or makeswarranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in Article 5 and in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and neither Parent nor either ▇▇▇▇▇▇ Sub has relied onMerger Sub, any representation or warrantyon its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, whether express or implied, with respect to acknowledges and agrees that none of the Company, any of 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 Person shall have or made available be subject to any liability or other obligation to Parent, either Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub or any of their respective representatives by Representatives, or on behalf of Parent’s or Merger Sub’s (or such Representatives’) use of, or the Company. 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 accuracy or makes, and neither Parent nor either Merger Sub has relied oncompleteness of, any representation or warrantysuch information, whether express or impliedincluding any information, with respect to any documents, projections, forecasts, estimates forecasts or budgets other material made available to Parent, either Parent or Merger Sub in certain “data rooms” 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) management presentations in expectation of the Company or any of 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 CompanyMerger.

No Other Representations or Warranties; No Reliance. Except for the representations and warranties expressly set forth in this ‎Article ‎IV, none of Parent, Purchaser or any other Person on behalf of Parent or Purchaser has made, and Parent and Purchaser each hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Parent, Purchaser, their respective Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information provided to Seller or any of its representatives by or on behalf of Parent or Purchaser, and any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for the representations and warranties contained in Article 3‎Article ‎III, none of the Company or neither Seller nor any other Person acting on behalf of the Company Seller has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has and Purchaser have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanySeller, its Subsidiaries Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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, either Merger Sub Purchaser or any of their respective representatives by or on behalf of the CompanySeller, and that any such representations or warranties are - 40 - expressly disclaimed. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company Seller nor any other Person acting on behalf of the Company Seller has made or makes, and neither Parent nor either Merger Sub has and Purchaser have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Purchaser 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 Seller or its Affiliates (including the Company reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Parent, Purchaser, their Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor their respective representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Company.warranties are expressly disclaimed. ARTICLE V ADDITIONAL AGREEMENTS 5.1

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for the representations and warranties of Parent contained in Article 3III and in any certificate delivered pursuant to Section 8.2(c), none of the Company Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser and Purchaser’s Affiliates, as applicable, have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Parent, Seller, the Company or any Affiliate thereof, 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, either Merger Sub Purchaser or its applicable Affiliates or any of their respective representatives by or on behalf of the CompanyParent or any Affiliate or representative thereof. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub has Purchaser and Purchaser’s applicable Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Purchaser or any of their respective 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, the Company or any of its SubsidiariesAffiliates thereof or their respective businesses (including the Business). Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyRetained Business.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for the representations and warranties contained of Parent expressly set forth in Article 3III and in any certificate delivered pursuant to Section 8.2(c), none of the Company Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries the Sellers, the Transferred Entities or any Affiliate thereof, 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, either Merger Sub Purchaser or its Affiliates any of their respective representatives by or on behalf of the CompanyParent or any Affiliate or Representative thereof. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Purchaser 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 any of Parent, the Company Transferred Entities or any of its SubsidiariesAffiliates thereof or the Business. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub has Purchaser have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyRetained Business.

No Other Representations or Warranties; No Reliance. Each Except for the representations and warranties expressly set forth in this Article IV, none of Parent Purchaser or any other Person on behalf of Purchaser has made, and Purchaser hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Purchaser, its Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the Merger Subs accuracy or completeness of any other information provided or otherwise furnished to Seller or any of its Representatives by or on behalf of Purchaser, and any such representations or warranties are expressly disclaimed. Purchaser acknowledges and agrees that, except for the representations and warranties contained in Article 3III, none of the Company or neither Seller nor any other Person acting on behalf of the Company Seller has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanySeller, its Subsidiaries Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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, either Merger Sub Purchaser or any of their respective representatives its Representatives by or on behalf of the CompanySeller, and that any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company Seller nor any other Person acting on behalf of the Company Seller has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Purchaser or any of their respective representatives 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 Seller or its Affiliates (including the Company reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation, information made available in any electronic data room and maintained by or on behalf of Seller, or in any other information made available to Purchaser, its Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor Representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Companywarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for the representations and warranties contained in Article 3III and Article IV, none of Parent, any other Seller, any other member of the Company Parent Group, any Affiliate thereof, or any other Person acting on behalf of any of the Company foregoing, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries the Sellers, the Transferred Entities, the Transferred Assets, or any Affiliate thereof, or their respective businesses, affairs, assets, liabilitiesLiabilities, 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, either Merger Sub Purchaser or its Affiliates any of their respective representatives Representatives by or on behalf of any Seller, any other member of the CompanyParent Group or any Affiliate or any Representative thereof. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither none of Parent, any other Seller, any other member of the Company nor Parent Group, any Affiliate thereof, or any other Person acting on behalf of any of the Company foregoing, has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Purchaser or any of their respective representatives 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 the Company or any of its Subsidiariesthe Sellers, the Transferred Entities, the Transferred Assets, any Affiliates thereof or the Business. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor any other Person acting on behalf None 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 Companyforegoing shall not limit claims based on Fraud.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Sub each acknowledges and agrees that, except for the representations and warranties contained set forth in Article 3III and in any certificate delivered by the Company pursuant to this Agreement, none of neither the Company nor any other Person makes or has made any express or implied representation or warranty with respect to the Company or any other Person acting on behalf of the Company has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, any representation or warranty, whether express or implied, with respect to the Company, 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, either Merger Sub or any of their respective representatives Affiliates or its and their respective Representatives by or on behalf of the CompanyCompany or any of this Subsidiaries in connection with the Transactions. Each of Parent and Merger Sub, on its own behalf and on behalf of their Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company or any of its Subsidiaries or its or their respective Representatives or any other Person except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement. Without limiting the generality of the foregoing, each of Parent and Merger Subs Sub, on its own behalf and on behalf of its Affiliates (other than the Company and its Subsidiaries) and its and their respective Representatives, acknowledges and agrees that neither none of the Company nor Company, any of its Subsidiaries or any other Person acting on behalf of the Company has made shall have or makes, and neither Parent nor either Merger Sub has relied on, any representation or warranty, whether express or implied, with respect be subject to any projections, forecasts, estimates liability or budgets made available other obligation to Parent, either Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub or any of their respective representatives Representatives, or Parent’s or Merger Sub’s (or their Representatives’) use of, or the accuracy or completeness of, any representations or warranties or other information, except for the representations and warranties expressly set forth in Article III and in any certificate delivered by the Company pursuant to this Agreement, including any such information, documents, projections, forecasts or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Merger. Except for the representations and warranties set forth in Article III or in any certificate delivered by the Company pursuant to this Agreement, each of Parent and Merger Sub hereby acknowledges and agrees that none of the Company, its Subsidiaries or any other Person makes, or has made, any representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its SubsidiariesSubsidiaries or their future business, operations or affairs. Each of Parent and Merger Sub has relied solely on the Merger Subs acknowledges results of its own independent investigation and agrees that neither the Company nor terms of this Agreement and has not relied directly or indirectly on any other Person acting materials or information made available to Parent and/or its Representatives by or on behalf of the Company, except for the representations and warranties expressly set forth in Article III or in any certificate delivered by 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 pursuant to the Companythis Agreement.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs EQT Purchaser acknowledges and agrees that, except for that the only representations and warranties contained in Article 3made by Parent or any of its Affiliates, none of the Company or any other Person acting or entity on behalf of Parent or any of its Affiliates, are the Company has made ones expressly set forth in Article III or makesin any Ancillary Agreement, and neither Parent nor either ▇▇▇▇▇▇ Sub has EQT Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanySmall Cell Business, its Subsidiaries Parent, the Transferred Entities or any Affiliate thereof, 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, either Merger Sub EQT Purchaser or any of their respective representatives its Representatives by or on behalf of the CompanyParent or any Representative thereof. Each of Parent and the Merger Subs EQT Purchaser acknowledges and agrees that neither the Company nor that, except as set forth in Article III or in any Ancillary Agreement, none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub EQT 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 Parent, either Merger Sub EQT Purchaser or any of their respective representatives 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, the Company Transferred Entities or any of its SubsidiariesAffiliates thereof or the Business. Each of Parent and the Merger Subs EQT Purchaser acknowledges and agrees that neither the Company nor that, except as set forth in Article III or in any Ancillary Agreement, none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub EQT Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyRetained Assets or the Retained Liabilities. EQT Purchaser acknowledges and agrees that neither EQT Purchaser nor any of its Affiliates shall have any claim or cause of action under any theory of law (whether based in tort, contract or otherwise) against Parent or any of its Affiliates relating to any representations and warranties as to Parent, any of its Affiliates, the Small Cell Business or the transactions contemplated by this Agreement other than in the case of Fraud and only with respect to the representations and warranties expressly set forth in Article III or in any Ancillary Agreement.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, except (a) Except for the representations and warranties contained in Article 3this ‎Article III, none of neither the Company or nor any other Person acting or entity on behalf of the Company has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has relied on, makes any representation or warranty, whether express or implied, with respect to the Company, its Subsidiaries Affiliates, or any of their respective businesses, affairs, assets, liabilitiesLiabilities, 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 Parentthe SPAC, either Merger Sub its Affiliates or any of their respective representatives Representatives by or on behalf of the Company. Each of Parent and the Merger Subs acknowledges and agrees that neither 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, makes any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parentthe SPAC, either Merger Sub its Affiliates or any of their respective 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 the Company or any of its Subsidiaries. Each Affiliates, whether or not included in any management presentation. (b) The Company and each of Parent and the Merger Subs its Affiliates acknowledges and agrees that that, (i) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of SPAC, (ii) it has been afforded satisfactory access to the books and records, facilities and personnel of SPAC for purposes of conducting such investigation and (iii) except for the representations and warranties contained in ‎Article V, neither the Company SPAC nor any other Person acting or entity on behalf of the Company SPAC has made or makes, and neither Parent nor either Merger Sub has the Company and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanySPAC, 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 or its Affiliates or any of their Representatives by or on behalf of the SPAC.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for the representations and warranties contained of Parent expressly set forth in Article 3III and the Ancillary Agreements, none of the Company Parent or any Affiliate thereof, or any other Person acting on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Parent, the Sellers, the Transferred Entities or any Affiliate thereof, 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, either Merger Sub Purchaser or its Affiliates any of their respective representatives by or on behalf of the CompanyParent or any Affiliate or representative thereof. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Purchaser or any of their respective 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, the Company Transferred Entities or any of its SubsidiariesAffiliates thereof or the Business. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyRetained Business.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, except for the representations and warranties contained of Parent expressly set forth in Article 3III or in the officer certificate delivered pursuant to Section 8.2(c), none of the Company Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyVersace Business, its Subsidiaries Parent, the Transferred Companies or any Affiliate of the foregoing, 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, either Merger Sub Purchaser or its Affiliates or any of their respective representatives Representatives by or on behalf of the CompanyParent or any Affiliate or Representative thereof. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Parent or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Purchaser or any of their respective representatives 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, the Company Transferred Companies or any of its SubsidiariesAffiliates thereof or the Versace Business. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither none of Parent or any Affiliate of the Company nor foregoing, or any other Person acting or entity on behalf of the Company Parent or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyRetained Businesses.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs acknowledges and agrees that, that except for the representations and warranties contained in Article 3IV, none of Article V or in any Ancillary Agreement, neither the Company Transferred Entities (taken as a whole) or Purchasers nor any other Person acting or entity on behalf of the Company a Transferred Entities (taken as a whole) or Purchaser has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has not relied onupon, any representation or warranty, whether express or impliedimplied at law or equity, with respect to the Companyeither Transferred Entities (taken as a whole), Purchaser, 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, either Merger Sub Parent or any of their respective representatives its Representatives by or on behalf of the Companyeither Transferred Entities (taken as a whole) or Purchaser. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company Transferred Entities (taken as a whole) or Purchasers nor any other Person acting or entity on behalf of the Company either Transferred Entities (taken as a whole) or Purchaser has made or makes, and neither Parent nor either Merger Sub has not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Parent or any of their respective representatives 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 the Company any of either Transferred Entities (taken as a whole), Purchaser or their respective Subsidiaries. Parent and its Subsidiaries disclaim any other representations or warranties, whether made by Parent or any of 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 CompanyRepresentatives.

No Other Representations or Warranties; No Reliance. Each Purchaser (on behalf of Parent itself and the Merger Subs its Affiliates and Representatives) acknowledges and agrees that, that except for the representations and warranties of Seller contained in Article 3, none of the Company Seller, any of its Affiliates or any other Person acting on behalf of the Company Seller or any such Affiliate has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser and its Affiliates and Representatives have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Seller, the Transferred Entities or any of their 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 Parent, either Merger Sub Purchaser or any of their respective representatives its Affiliates or Representatives by or on behalf of the CompanySeller or any of its Affiliates. Each Purchaser (on behalf of Parent itself and the Merger Subs its Affiliates and Representatives) further acknowledges and agrees that neither except for the Company nor representations and warranties of Seller contained in Article 3, none of Seller, any of its Affiliates or any other Person acting on behalf of the Company Seller or any such Affiliate has made or makes, and neither Parent nor either Merger Sub has Purchaser and its Affiliates and Representatives have not relied onupon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, either Merger Sub Purchaser or any of their respective representatives its Affiliates or Representatives of future revenues, future expenses, generating capacity, results of operations (or any component thereof)operations, future cash flows or future flows, financial condition (or any component thereofof any of the foregoing) of the Company Seller or any of its SubsidiariesAffiliates or the Business. Each Purchaser (on behalf of Parent itself and the Merger Subs its Affiliates and Representatives) further acknowledges and agrees that neither the Company nor none of Seller, any of its Affiliates or any other Person acting on behalf of the Company Seller or any such Affiliate has made or makes, and neither Parent nor either Merger Sub has Purchaser and its Affiliates and Representatives have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyRetained Businesses.

No Other Representations or Warranties; No Reliance. Each Except for the representations and warranties expressly set forth in this ‎Article III, neither Seller nor any other Person on behalf of Parent Seller has made, and Seller hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) with respect to Seller, the Merger Subs Companies, the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their representatives by or on behalf of Seller, and any such representations or warranties are expressly disclaimed. Seller acknowledges and agrees that, except for the representations and warranties contained in Article 3IV, none of the Company or neither Parent, Purchaser nor any other Person acting on behalf of the Company Parent or Purchaser has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub Seller has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyParent, its Subsidiaries Purchaser, their Affiliates or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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 otherwise furnished to Parent, either Merger Sub Seller or any of their respective its representatives by or on behalf of the CompanyParent or Purchaser, and that any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Seller acknowledges and agrees that neither the Company Parent, Purchaser nor any other Person acting - 33 - on behalf of the Company Parent or Purchaser has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Seller or any of their respective 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, Purchaser or their respective Affiliates (including the Company reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Seller, its Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor their respective representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Company.warranties are expressly disclaimed. ARTICLE IV

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that it has relied exclusively on the Express Representations made by Seller and that, except for the representations and warranties contained in Article 3Express Representations made by Seller, none of the Company Seller or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Seller or any Affiliate thereof, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub Purchaser has relied onnot relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries Seller, the Transferred Entities, or any of their respective Affiliates, businesses, affairs, assets, liabilitiesLiabilities, 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 (or any omissions therefrom) provided or made available to Parent, either Merger Sub Purchaser or its Affiliates or any of their respective representatives Representatives by or on behalf of the CompanySeller or any Affiliate or Representative thereof. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company nor none of Seller or any Affiliate thereof, or any other Person acting on behalf of the Company Seller or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Purchaser has relied onnot relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to ParentPurchaser, either Merger Sub its Affiliates or any of their respective 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 Seller, the Company Transferred Entities or any of its Subsidiaries. Each of Parent and Affiliates thereof or 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 CompanyBusiness.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, that except for the representations and warranties contained in Article 3III, none of the Company or neither Seller nor any other Person acting or entity on behalf of the Company Seller has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to Seller, the CompanyTransferred Entities, its Subsidiaries the Business or any matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition, condition or 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, either Merger Sub Purchaser or any of their respective its representatives by or on behalf of the CompanySeller, and that any such representations or warranties are expressly disclaimed. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that neither the Company Seller nor any other Person acting or entity on behalf of the Company Seller has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Purchaser or any of their respective 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 Seller, the Company Transferred Entities or the Business (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Purchaser, its Affiliates or any of its Subsidiaries. Each of Parent and the Merger Subs acknowledges and agrees that neither the Company nor their respective representatives or any other Person acting on behalf of the Company has made or makesPerson, and neither Parent nor either Merger Sub has relied on, that any representation such representations or warranty, whether express or implied, with respect to the Companywarranties are expressly disclaimed.

No Other Representations or Warranties; No Reliance. Each of Parent and the Merger Subs Seller acknowledges and agrees that, except for that it has relied exclusively on the representations and warranties contained in Article 3this Agreement and in the Ancillary Agreements (the “Express Representations”) made by Purchaser and that, except for the Express Representations made by Purchaser, none of the Company Purchaser or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Purchaser or any Affiliate thereof, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub Seller has relied onnot relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to the CompanyPurchaser, its Subsidiaries Subsidiaries, or any of their respective Affiliates, businesses, affairs, assets, liabilitiesLiabilities, 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 (or any omissions therefrom) provided or made available to Parent, either Merger Sub Seller or its Affiliates or any of their respective representatives Representatives by or on behalf of the CompanyPurchaser or any Affiliate or Representative thereof. Each of Parent and the Merger Subs Seller acknowledges and agrees that neither the Company nor none of Purchaser or any Affiliate thereof, or any other Person acting on behalf of the Company Purchaser or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Seller has relied onnot relied, and will not rely, upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to ParentSeller, either Merger Sub its Affiliates or any of their respective 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 the Company or any of Purchaser or 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. Each of Parent and the Merger Subs Purchaser acknowledges and agrees that, that except for the representations and warranties of the Sellers and their Affiliates contained in Article 3III and the certificate delivered pursuant to Section 8.3(c), none of the Company Sellers or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Sellers or any Affiliate thereof, has made or makes, and neither Parent nor either ▇▇▇▇▇▇ Sub has Purchaser and its Affiliates have not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyBusiness, its Subsidiaries the Sellers, the Transferred Entities or any Affiliate thereof, 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, either Merger Sub Purchaser or any of their respective its representatives by or on behalf of the CompanySellers. Each Except for the representations and warranties of Parent the Sellers and their Affiliates contained in Article III and the Merger Subs certificate delivered pursuant to Section 8.3(c), Purchaser acknowledges and agrees that neither none of the Company nor Sellers or any other Person acting or entity on behalf of the Company Sellers, has made or makes, and neither Parent nor either Merger Sub 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 Parent, either Merger Sub Purchaser or any of their respective 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 the Company or any of its Subsidiariesthe Sellers, the Transferred Entities or the Business. Each Except for the representations and warranties of Parent the Sellers and their Affiliates contained in Article III and the Merger Subs certificate delivered pursuant to Section 8.3(c), Purchaser acknowledges and agrees that neither none of the Company nor Sellers or any Affiliate thereof, or any other Person acting or entity on behalf of the Company Sellers or any Affiliate thereof, has made or makes, and neither Parent nor either Merger Sub Purchaser has not relied onupon, any representation or warranty, whether express or implied, with respect to the CompanyRetained Business.