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

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers, or any of Sellers’ or their Affiliates respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), each Seller (ia) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iib) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller makes Sellers make no representations or warranties to Parent or Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule shall schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto)V, neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities Liabilities, or the transactions contemplated by this AgreementTransactions, and Seller each disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller Seller, or any of their Seller’s or its Affiliates’ respective members, shareholders, managers, officers, directors, employees, agents agents, representatives, or representativesadvisors. Except for the representations and warranties contained in Article V hereof (as modified by the Seller any Schedules hereto), Seller each (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any manager, director, officer, employee, agent, consultant, member, shareholder, or representative of Seller or any an Affiliate of its AffiliatesSeller). Except for the representations and warranties contained in Article V hereof, Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to SellerSellers, its Affiliates, to the extent applicableSubsidiaries, the Business, the Purchased Assets, Assets and the Assumed Liabilities Liabilities, or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by a Seller, any Affiliate of Seller Sellers or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article V hereof (as modified by the Seller Schedules hereto), Seller Sellers (i) expressly disclaims disclaim and negates negate any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the those representations and warranties contained expressly given by the Sellers and the Company in this Article V 4 (as modified by the Seller Schedules heretoCompany Disclosure Schedule) (collectively, the “Sellers’ and the Company’s Contractual Representations”), neither Seller nor none of the Company, any Seller, or any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common lawlaw or in equity, by statute, statute or otherwise, relating with respect to the condition Acquired Companies, the transactions contemplated by this Agreement, or any of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purposeAcquired Companies’ business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Sellers’ and the Company’s Contractual Representations, the Company and each Seller (directly and on behalf of conformity to models or samples of materials) and (iiall Non-Parties) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer, Merger Sub, or the SPAC or in any other form in consideration for investigation of the transactions contemplated by this Agreement) to Purchaser Buyer, Merger Sub, the SPAC or its any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Purchaser Buyer, Merger Sub, the SPAC or their respective Affiliates or Representatives by the Company, any director, officer, employee, agent, consultant, or representative of Seller or any of its AffiliatesNon-Party). Seller makes no representations Without limiting the generality of the foregoing, except for any specific applicable Sellers’ and the Company’s Contractual Representations, neither the Company, any Seller, or warranties any of their respective Non-Parties makes, has made, or will be deemed to Purchaser make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, Merger Sub, the SPAC or their Non-Parties regarding any of the following (the “Sellers’ and the Company’s Extra Contractual Representations”): (i) merchantability or fitness of any assets for any particular purpose; (ii) the nature or extent of any liabilities; (iii) the prospects of the business; (iv) the probable success or profitability of the Business; or (v) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer, Merger Sub, the SPAC or their respective Affiliates or delivered or made available to Buyer, Merger Sub, the SPAC and their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any matter or item in any Seller section of the Company Disclosure Schedule shall hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller none of the Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller the Sellers disclaims any other representations or warranties, whether made by Sellerthe Sellers, any Affiliate of Seller their Affiliates or any of their respective officers, directors, employees, agents or representativesother Representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser or its Representatives by any director, officer, employee, agent, consultant, or representative other Representative of Seller the Sellers or any of its their Affiliates). Seller makes The Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSubsidiaries, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a material adverse effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers, or any of Sellers' or their Affiliates respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller Sellers makes no representations or warranties to Parent or Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V or elsewhere in this Agreement or in the Transfer Documents (as modified by the Seller Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the SkyGuard Business, the Purchased AssetsAssets (in each instance except for the FleetHawk Business portion thereof), the Assumed Liabilities (except for the FleetHawk Business portion thereof) or the transactions contemplated by this AgreementAgreement (except for the FleetHawk Business portion thereof), and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof or elsewhere in this Agreement or the Transfer Documents (as modified by the Seller Schedules heretohereto as supplemented or amended), Seller (i) expressly disclaims and negates any representation or warranty, expressed express or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the AVL Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V IV (as modified by the Seller Schedules hereto)Parent Disclosure Schedules) and in any Ancillary Agreement, neither Seller nor any other Person none of Parent or Merger Sub makes any other express or implied representation or warranty with respect to SellerParent, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities Merger Sub or the transactions contemplated by this Agreement, and Seller each of Parent and Merger Sub disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any other representation, warranty, projection, forecast, statement, warranty or information made, communicated, or furnished (orally or in writing) to Purchaser the Company, any Equity Holder or its their respective Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser the Company or Equity Holder by any director, officer, employee, agent, consultant, shareholder or representative of Seller Parent or Merger Sub or any of its their respective Affiliates). Seller Neither Parent nor Merger Sub makes no representations any representation or warranties warranty to Purchaser the Company or any Equity Holder regarding the probable success or future profitability of Parent, Merger Sub or the Business. The disclosure of any matter or item Group Companies except for the representations and warranties contained in this Article IV (as modified by the Parent Disclosure Schedules) and in any Seller Schedule Ancillary Agreement. It is understood that any Due Diligence Materials made available to the Company, any Equity Holder or their respective Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to constitute an acknowledgment that to, directly or indirectly, contain representations or warranties of Parent, Merger Sub or their respective Affiliates or their respective Representatives except for the representations and warranties contained in this Article IV (as modified by the Parent Disclosure Schedules) and in any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the DeedAncillary Agreement.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained as set forth in this Article V (as modified by the Seller Schedules hereto)Agreement and any Disclosure Schedule, neither Seller Holders nor any other Person makes or has made any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSeller Holders, the Business, the Purchased Assets, the Assumed Liabilities Company or the transactions contemplated by this Agreement, and Seller disclaims Holders disclaim any other representations or warranties, whether made by SellerSeller Holders, any Affiliate of Seller the Company, or any of their respective Affiliates, officers, directors, employees, agents or representativesrepresentatives (collectively, “Sellers’ Representatives”). Except for the representations as set forth in this Agreement and warranties contained in Article V hereof (as modified by the Seller Schedules hereto)any Disclosure Schedule, Seller Holders directly (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition on behalf of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iiall Sellers’ Representatives) hereby disclaims disclaim all liability Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, “fireside chats”, responses to questions or requests submitted by or on behalf of Buyer or in any other form in consideration or investigation of the transactions contemplated by this Agreement) to Purchaser Buyer or any of its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Buyer or any of its AffiliatesAffiliates any Seller Holders, the Company, or their Sellers’ Representatives). Except as set forth in this Agreement and any Disclosure Schedule, Seller makes Holders make no representations or warranties to Purchaser Buyer regarding (i) merchantability or fitness for any particular purpose; or (ii) the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the DeedCompany.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V ‎Article III (as modified by the Seller Schedules hereto), neither Seller nor the Letter of Transmittal, Support Agreements or Option Holder Acknowledgments, none of the Company, any Company Subsidiary, any Equity Holder or any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableCompany, the BusinessCompany Subsidiaries, the Purchased Assets, the Assumed Liabilities Equity Holders or the transactions contemplated by this Agreement, and Seller the Company disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser Buyer or its Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser Buyer by any director, officer, employee, agent, consultant, or representative of Seller the Company or the Equity Holders or any of its their respective Affiliates). Seller Except as expressly set forth herein, the condition of the assets of the Group Companies shall be “as is” and “where is” and the Company makes no warranty of merchantability, suitability, fitness for a particular purpose or quality with respect to any of the tangible assets of any Group Company or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations and warranties contained in this ‎Article III (as modified by the Schedules), neither the Company nor any other Person has made or warranties makes any representation or warranty to Purchaser regarding Buyer or its Affiliates or representatives regarding: (i) the prospects of the business, (ii) the probable success or profitability of the Business. The disclosure Company or the Company Subsidiaries; or (iii) the accuracy or completeness of any matter confidential information memoranda, documents, projections, material, statement, data, or item other information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its representatives in any Seller Schedule shall not be deemed to constitute an acknowledgment that “data rooms,” “virtual data rooms,” management presentations or in any such matter is required to be disclosed. The terms and conditions of other form in expectation of, or in connection with, the transactions contemplated by this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the DeedAgreement.

No Other Representations or Warranties; Schedules. Except for the ----------------------------------------------------- representations and warranties contained in this Article V (as modified by the Seller --------- Schedules hereto), neither Seller Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller --------- Schedules hereto), Seller Sellers (i) expressly disclaims disclaim and negates negate any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its their Affiliates). Seller Sellers makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the those representations and warranties contained expressly given by the Sellers and the Company in this Article V 4 (as modified by the Seller Schedules heretoCompany Disclosure Schedule) (collectively, the “Sellers’ and the Company’s Contractual Representations”), neither Seller nor none of the Company, Newco, any Seller, or any other Person makes or has made (or will be deemed to make or have made) any other express representation or‌ warranty, expressed or implied representation implied, at law or warranty in equity, by statute or otherwise, with respect to Sellerthe Acquired Companies, its AffiliatesNewco, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officersthe Acquired Companies’ or Newco’s business, directorsassets, employeesliabilities, agents operations, prospects, or representativescondition (financial or otherwise). Except for the representations Sellers’ and warranties contained in Article V hereof (as modified by the Seller Schedules hereto)Company’s Contractual Representations, the Company and each Seller (i) expressly disclaims directly and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition on behalf of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iiall Non-Parties) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer or the SPAC or in any other form in consideration or investigation of the transactions contemplated by this Agreement) to Purchaser Buyer, the SPAC or its any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Purchaser Buyer, the SPAC or their respective Affiliates or Representatives by the Company, Newco, any director, officer, employee, agent, consultant, or representative of Seller or any of its AffiliatesNon-Party). Seller makes no representations Without limiting the generality of the foregoing, except for any specific applicable Sellers’ and the Company’s Contractual Representations, neither the Company, Newco, any Seller, or warranties any of their respective Non-Parties makes, has made, or will be deemed to Purchaser make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, the SPAC or their Non- Parties regarding any of the following (the “Sellers’ and the Company’s Extra Contractual Representations”): (i) merchantability or fitness of any assets for any particular purpose; (ii) the nature or extent of any liabilities; (iii) the prospects of the business; (iv) the probable success or profitability of the Business; or (v) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer, the SPAC or their respective Affiliates or delivered or made available to Buyer, the SPAC and their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any matter or item in any Seller section of the Company Disclosure Schedule shall hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Exteriors Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this AgreementTransactions, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers, or any of Sellers’ or their Affiliates respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), Sellers makes no representations or warranties to Purchaser regarding the probable success or profitability of the Exteriors Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Material Adverse Change.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V VI (as modified by the Seller Schedules hereto), neither Seller the Xxxxxxxxxxx Entities nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableXxxxxxxxxxx Entities, the Xxxxxxxxxxx Business, the Purchased Xxxxxxxxxxx Contributed Assets, the Xxxxxxxxxxx Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims the Xxxxxxxxxxx Entities disclaim any other representations or warranties, whether made by Sellerthe Xxxxxxxxxxx Entities, any Affiliate of Seller the Xxxxxxxxxxx Entities or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V VI hereof (as modified by the Seller Schedules hereto), Seller the Xxxxxxxxxxx Entities (i) expressly disclaims disclaim and negates negate any other representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Xxxxxxxxxxx Contributed Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser the Schlumberger Entities or its Affiliates the JV Companies or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser the Schlumberger Entities or the JV Companies by any director, officer, employee, agent, consultant, or representative of Seller the Xxxxxxxxxxx Entities or any of its their respective Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V IV (as modified by the Seller Schedules heretoCompany Disclosure Letter), neither Seller Parent, NII Telecom nor any other Person the Company makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableEntities, the BusinessShares, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller the Company disclaims any other representations or warranties, whether made by Sellerthe Company, any Affiliate of Seller the Company, or any of the Company or their Affiliates’ respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article V hereof IV (as modified by the Seller Schedules heretoCompany Disclosure Letter), Seller Parent, NII Telecom and the Company (ia) expressly disclaims disclaim and negates negate any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) Shares and (iib) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser Investor or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser Investor by any director, officer, employee, agent, consultant, or representative of Seller Parent, NII Telecom, the Company or any of its their Affiliates). Seller None of Parent, NII Telecom or the Company makes no any representations or warranties to Purchaser Investor regarding the probable success or profitability of the BusinessEntities. The disclosure of any matter or item in any Seller Schedule shall schedule hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive disclosed or is material or that such matter would reasonably be expected to result, individually or in the Closingaggregate, not merge with the provisions of any closing documents, and shall be incorporated into the Deedin a Company Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto)) and the Hybrid Agency Agreement, neither Seller Sellers nor any other Person makes any other express or implied representation or warranty with respect to SellerSellers, its Affiliates, to the extent applicable, the BusinessSellers’ respective businesses, the Purchased Assets, the Closing Store Assets, the Assumed Liabilities or the transactions contemplated by this AgreementTransactions, and each Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of such Seller or any of their respective such Seller’s Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto)) and in the Hybrid Agency Agreement, each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, statute or otherwise, relating to the condition of the Purchased Assets or Closing Store Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, statement or information made, communicated, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, projection or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, consultant or representative of Seller or any of its AffiliatesSeller). Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the BusinessSellers’ respective businesses. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither the Seller Parent, the Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities any Company or the transactions contemplated by this Agreement, and the Seller disclaims Parent and the Seller disclaim any other representations or warranties, whether made by Sellerany Company, any Affiliate of the Seller Parent, the Seller or any of their respective Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), the Seller (i) expressly disclaims Parent and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) Seller hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser the Purchasers or its their Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser the Purchasers by any director, officer, employee, agent, consultant, or representative of any Company, the Seller Parent, the Seller or any of its their respective Affiliates). The Seller makes Parent and the Seller make no representations or warranties to Purchaser the Purchasers regarding the probable success or profitability of the Businessany Company. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules heretoDisclosure Schedules), neither Seller nor any other Person makes any other express or implied representation or warranty whether express or implied, written or oral, with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this AgreementContemplated Transactions, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller its Affiliates or any of their respective officers, directors, members, employees, agents agents, consultants or representativesother Representatives. Except for the representations and warranties contained in this Article V hereof (as modified by the Seller Schedules heretoDisclosure Schedules), Seller (ia) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iib) hereby disclaims all liability Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser or its Representatives by any director, officer, member, employee, agent, consultant, consultant or representative other Representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. Seller makes no implied representation or warranty as to the condition, merchantability, usage, suitability or fitness for any particular purpose with respect to the Purchased Assets except for the representations and warranties contained in this Article V (as modified by the Seller Disclosure Schedules). The disclosure of any matter or item in any Section of the Seller Disclosure Schedule shall not be deemed to constitute an acknowledgment that any such matter is required to be discloseddisclosed or is material or that such matter would result in a Material Adverse Effect. The representations and warranties of Seller in this Agreement are for diligence purposes and constitute conditions to Closing pursuant to the terms of Section 10.1(a) hereof and conditions of this Section 5.19 shall expressly do not survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deedhowever their disclaimers survive.

No Other Representations or Warranties; Schedules. Except Subject to Section‌ 10.13. except for the those representations and warranties contained expressly given by Buyer and the SPAC in this Article V 5 (as modified by the Seller Schedules heretoBuyer Disclosure Schedule) (collectively, the “Buyer’s and the SPAC’s Contractual Representations”), the Prospectus or the Final IPO Prospectus, neither Seller nor the Buyer or the SPAC, or any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common lawlaw or in equity, by statute, statute or otherwise, relating with respect to the condition Buyer, the SPAC or the transactions contemplated by this Agreement, or any of the Purchased Assets Buyer’s or the SPAC’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Buyer’s and the SPAC’s Contractual Representations (including any implied information set forth in the Prospectus or expressed warranty the Final IPO Prospectus), the Buyer and the SPAC (directly and on behalf of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iiall Non-Parties) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of the Seller or the Companies or in any other form in consideration or investigation of the transactions contemplated by this Agreement) to Purchaser Seller, each Company or its any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Purchaser Seller, each Company or their respective Affiliates or Representatives by Buyer and the SPAC or any directorNon-Party). Without limiting the generality of the foregoing, officerexcept for any specific applicable Buyer’s and the SPAC’s Contractual Representations (including any information set forth in the Prospectus and the Final IPO Prospectus), employeeneither the Buyer or the SPAC, agent, consultant, or representative of Seller or any of its Affiliatestheir respective Non-Parties makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims). , any representation or warranty to Seller makes no representations or warranties to Purchaser the Companies or their Non-Parties regarding any of the following (the “Buyer’s and the SPAC’s Extra Contractual Representations”): (i) merchantability or fitness of any assets for any particular purpose; (ii) the nature or extent of any liabilities; (iii) the prospects of their business; (iv) the probable success or profitability of their business; or (v) the Businessaccuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Seller, the Companies or their respective Affiliates or delivered or made available to Seller, the Companies and their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any matter or item in any Seller section of the Buyer Disclosure Schedule shall hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by IV, the Seller Schedules other Transaction Documents or any certificate delivered pursuant hereto), neither Seller the Company nor any other Person makes any other express or implied representation or warranty warranty, expressed or implied, at law or in equity, with respect to Seller, its Affiliates, to the extent applicableany Acquired Company, the BusinessTransactions, or any of the Purchased AssetsAcquired Companies’ respective businesses, the Assumed Liabilities assets, liabilities, operations, prospects, or the transactions contemplated by this Agreementcondition (financial or otherwise), and Seller the Company disclaims liability and responsibility for any other representations or warranties, whether made by Seller, any Affiliate of Seller Acquired Company or any of their respective officersAffiliates or Representatives (collectively, directors“Related Persons”), employeesand no Related Person has any authority, agents express or representativesimplied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement and subject to the limited remedies provided in this Agreement. Except for the representations and warranties contained in this Article V hereof (as modified by IV, the Seller Schedules other Transaction Documents or any certificate delivered pursuant hereto), Seller neither the Company nor any Related Person makes any representation or warranty to Buyer, Merger Sub or their respective Affiliates or Representatives regarding: (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness of any assets for a any particular purpose, or of conformity to models or samples of materials) and ; (ii) hereby disclaims all liability and responsibility for the nature or extent of any representationliabilities, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writingiii) to Purchaser or its Affiliates or representatives the prospects of the business; (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding iv) the probable success or profitability of any Acquired Company; or (v) the Business. The disclosure accuracy or completeness of any confidential information memoranda, documents, projections, forecasts, opinions, advice, material, statement, data, or other information (financial or otherwise) provided to, otherwise made available to, Buyer, Merger Sub, or their respective Affiliates or Representatives in connection with the Transactions including in any “data rooms,” “virtual data rooms,” or management presentations, or in respect of any other matter or item in any Seller Schedule shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deedthing whatsoever.

No Other Representations or Warranties; Schedules. Except Subject to Section 10.13, except for the those representations and warranties contained expressly given by Xxxxx and the SPAC in this Article V 5 (as modified by the Seller Schedules heretoBuyer Disclosure Schedule) (collectively, the “Buyer’s and the SPAC’s Contractual Representations”), the Prospectus or the Final IPO Prospectus, neither Seller nor the Buyer or the SPAC, or any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common lawlaw or in equity, by statute, statute or otherwise, relating with respect to the condition Buyer, the SPAC or the transactions contemplated by this Agreement, or any of the Purchased Assets Buyer’s or the SPAC’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Buyer’s and the SPAC’s Contractual Representations (including any implied information set forth in the Prospectus or expressed warranty the Final IPO Prospectus), the Buyer and the SPAC (directly and on behalf of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iiall Non-Parties) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of the Sellers or the Acquired Companies or in any other form in consideration or investigation of the transactions contemplated by this Agreement) to Purchaser Sellers, the Company or its any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Purchaser Sellers, the Company or their respective Affiliates or Representatives by Xxxxx and the SPAC or any directorNon- Party). Without limiting the generality of the foregoing, officerexcept for any specific applicable Buyer’s and the SPAC’s Contractual Representations (including any information set forth in the Prospectus and the Final IPO Prospectus), employeeneither the Buyer or the SPAC, agent, consultant, or representative of Seller or any of its Affiliatestheir respective Non-Parties makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims). Seller makes no representations , any representation or warranties warranty to Purchaser Sellers or the Acquired Companies or their Non-Parties regarding any of the following (the “Buyer’s and the SPAC’s Extra Contractual Representations”): (i) merchantability or fitness of any assets for any particular purpose; (ii) the nature or extent of any liabilities; (iii) the prospects of their business; (iv) the probable success or profitability of their business; or (v) the Businessaccuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Sellers, the Acquired Companies or their respective Affiliates or delivered or made available to Sellers, the Acquired Companies and their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any any‌ matter or item in any Seller section of the Buyer Disclosure Schedule shall hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V 6 (as modified by the Seller Schedules hereto), neither Seller nor none of Sellers or any other Person makes any other express or implied representation or warranty with respect to SellerSellers, its Affiliates, to the extent applicableSubsidiaries, the Business, the Purchased Assets, the Assumed Liabilities Liabilities, the Purchased Shares or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V 6 hereof (as modified by the Seller Schedules hereto), Seller Sellers (i) expressly disclaims and negates disclaim any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets or the Purchased Shares (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its their Affiliates). Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the those representations and warranties contained expressly given by the Seller in this Article V 4 (as modified by each Company Disclosure Schedule) (collectively, the Seller Schedules hereto“Seller’s Contractual Representations”), neither Seller nor none of Newco, Seller, or any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common lawlaw or in equity, by statute, statute or otherwise, relating with respect to the condition Companies, Newco, the transactions contemplated by this Agreement, or any of the Purchased Assets (including any implied Companies’ or expressed warranty of merchantability or fitness for a particular purposeNewco’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Seller’s Contractual Representations, Seller (directly and on behalf of conformity to models or samples of materials) and (iiall Non-Parties) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer or the SPAC or in any other form in consideration or investigation of the transactions contemplated by this Agreement) to Purchaser Buyer, the SPAC or its any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Purchaser Buyer, the SPAC or their respective Affiliates or Representatives by any directorNewco, officer, employee, agent, consultant, or representative of Seller or any of its AffiliatesNon-Party). Seller makes no representations Without limiting the generality of the foregoing, except for any specific applicable Seller’s Contractual Representation, neither Newco, Seller, or warranties any of their respective Non-Parties makes, has made, or will be deemed to Purchaser make or have made (and each hereby expressly disclaims), any representation or warranty to Buyer, the SPAC or their Non-Parties regarding any of the following (the “Seller’s Extra Contractual Representations”): (i) merchantability or fitness of any assets for any particular purpose; (ii) the nature or extent of any liabilities; (iii) the prospects of the business; (iv) the probable success or profitability of the Business; or (v) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer, the SPAC or their respective Affiliates or delivered or made available to Buyer, the SPAC and their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any matter or item in any Seller section of each Company Disclosure Schedule shall hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms All matters disclosed in the Company Disclosure Schedules, including updates to the Company Disclosure Schedules prior to Closing, shall be considered exceptions to‌ the representations, warranties and conditions covenants of Company and Seller. Notwithstanding any provision in this Section 5.19 Agreement to the contrary, Company and Seller shall expressly survive not have any liability to Buyer for any breach of a representation, warranty or covenant under this Agreement to the extent that the Buyer knew of any such breach by reason of disclosure made in writing by the Seller to Buyer or the SPAC as of the Closing Date, and all disclosed breaches shall be deemed waived upon the consummation of the Closing, ; provided that Buyer and the SPAC will not merge be obligated to consummate the Transaction if Buyer and the SPAC are not satisfied with any updated Company Disclosure Schedules following the provisions of any closing documents, Disclosure End Date and shall be incorporated into may terminate the Deedagreement under Section 8.1(f).

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto)IV, neither Seller Sxxxxxx Company, the Company, Opco nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSxxxxxx Company, the BusinessCompany, Opco or their respective Subsidiaries, the Purchased Assets, the Assumed Liabilities Business or the transactions contemplated by this Agreement, and Seller each of Sxxxxxx Company, the Company and Opco disclaims any other representations or warranties, whether made by SellerSxxxxxx Company, the Company, any Affiliate of Seller the Company, or any of the Company’s or their Affiliates’ respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by IV, each of Sxxxxxx Company, the Seller Schedules hereto), Seller Company and Opco (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets its assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby expressly disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, statement or information made, communicated, or furnished (orally or in writing) to the Purchaser Entities or its their Affiliates or representatives (including any opinion, information, projection, projection or advice that may have been or may be provided to the Purchaser Entities by any director, officer, employee, agent, consultant, or representative of Seller the Company or any of its Affiliates). Seller makes Sxxxxxx Company and the Company make no representations or warranties to the Purchaser Entities regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Company Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Stamping Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this AgreementTransactions, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers, or any of Sellers’ or their Affiliates respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), Sellers makes no representations or warranties to Purchaser regarding the probable success or profitability of the Stamping Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Material Adverse Change.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Disclosure Schedules heretoand/or the Company SEC reports filed with the SEC prior to the Execution Date), neither Seller none of the Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this AgreementTransactions, and each Seller disclaims any other representations or warranties, whether made by Sellerthe Sellers, any Affiliate of Seller the Sellers, or any of the Sellers’ or their Affiliates’ respective officers, directors, employees, agents or representativesRepresentatives. Except for the representations and warranties contained in this Article V hereof (as modified by the Seller Disclosure Schedules heretoand/or the Company SEC reports filed with the SEC prior to the Execution Date), each Seller (ia) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iib) hereby disclaims all liability Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser or any of its Representatives by any director, officer, employee, agent, consultant, or representative Representative of Seller the Sellers or any of its Affiliates). Seller makes The Sellers make no representations or warranties to Purchaser regarding the probable success or profitability of the BusinessPurchased Assets or the use thereof. The disclosure of any matter or item in any Seller Schedule shall hereto will not be deemed to constitute an acknowledgment that any such matter is required to be discloseddisclosed or is material or that such matter, individually or in the aggregate, could result in a Seller Material Adverse Effect. The terms Sellers acknowledge and conditions of this Section 5.19 shall expressly survive agree to sell the Closing, not merge with Purchased Assets and the provisions Business without reliance upon any express or implied representations or warranties of any closing documentsnature made by or on behalf of or imputed to Purchaser, and shall be incorporated into the Deedexcept as expressly set forth in this Agreement.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller none of Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the BusinessSellers’ business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this AgreementTransactions, and each Seller disclaims any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers, or any of Sellers’ or their Affiliates respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), each Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its Affiliates). Seller Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), Sellers makes no representations or warranties to Purchaser regarding the probable success or profitability of the BusinessSellers’ business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except Subject to Section 10.13, except for the those representations and warranties contained expressly given by Buyer and the SPAC in this Article V 5 (as modified by the Seller Schedules heretoBuyer Disclosure Schedule) (collectively, the “Buyer’s and the SPAC’s Contractual Representations”), the Prospectus or the Final IPO Prospectus, neither Seller nor the Buyer or the SPAC, or any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common lawlaw or in equity, by statute, statute or otherwise, relating with respect to the condition Buyer, the SPAC or the transactions contemplated by this Agreement, or any of the Purchased Assets Buyer’s or the SPAC’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Buyer’s and the SPAC’s Contractual Representations (including any implied information set forth in the Prospectus or expressed warranty the Final IPO Prospectus), the Buyer and the SPAC (directly and on behalf of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iiall Non-Parties) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of the Sellers or the Acquired Companies or in any other form in consideration or investigation of the transactions contemplated by this Agreement) to Purchaser Sellers, the Company or its any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Purchaser Sellers, the Company or their respective Affiliates or Representatives by Buyer and the SPAC or any directorNon- Party). Without limiting the generality of the foregoing, officerexcept for any specific applicable Buyer’s and the SPAC’s Contractual Representations (including any information set forth in the Prospectus and the Final IPO Prospectus), employeeneither the Buyer or the SPAC, agent, consultant, or representative of Seller or any of its Affiliatestheir respective Non-Parties makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims). Seller makes no representations , any representation or warranties warranty to Purchaser Sellers or the Acquired Companies or their Non-Parties regarding any of the following (the “Buyer’s and the SPAC’s Extra Contractual Representations”): (i) merchantability or fitness of any assets for any particular purpose; (ii) the nature or extent of any liabilities; (iii) the prospects of their business; (iv) the probable success or profitability of their business; or (v) the Businessaccuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Sellers, the Acquired Companies or their respective Affiliates or delivered or made available to Sellers, the Acquired Companies and their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any any‌ matter or item in any Seller section of the Buyer Disclosure Schedule shall hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V III (as modified by the Seller Schedules hereto)Schedules) and in any Ancillary Agreement, neither Seller none of the Group Companies, nor any other Person on behalf of any of the Group Companies has made or makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities Group Companies or the transactions contemplated by this Agreement, and Seller the Company hereby expressly disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any other representation, warranty, projection, forecast, statement, warranty or information made, communicated, or furnished (orally or in writing) to Purchaser Parent or its Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser Parent, Merger Sub I or Merger Sub II by any director, officer, employee, agent, consultant, Representative of the Company or representative of Seller the Equity Holders or any of its their respective Affiliates). Seller Without limiting the generality of the foregoing, except as expressly set forth in the representations and warranties contained in this Article III (as modified by the Schedules), neither the Company nor any other Person on behalf of the Company has made or makes no representations any representation or warranties warranty, express or implied, to Purchaser Parent, Merger Sub I or Merger Sub II or any of their respective Representatives of Affiliates or any other Person regarding any projections, estimates, forecasts, budgets, future cash flows or future financial condition (or any component thereof), or the probable success or future profitability of the Business. The disclosure Group Companies (including the reasonableness of the assumptions underlying any matter of the foregoing), whether or item not included in any Seller Schedule management presentation or in any other information made available to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives or Affiliates or any other Person, and any such representations or warranties are hereby expressly disclaimed. It is understood that any Due Diligence Materials made available to Parent, Merger Sub I, Merger Sub II or their respective Affiliates or Representatives do not, directly or indirectly, and shall not be deemed to constitute an acknowledgment that to, directly or indirectly, contain representations or warranties of the Company or its Affiliates or their respective Representatives except for the representations and warranties expressly contained in this Article III (as modified by the Schedules) and in any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the DeedAncillary Agreement.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained made by Sellers in this Article V IV (as modified by the Seller Schedules hereto), the documents delivered by a Seller at or in connection with the Closing, and in the Ancillary Agreements (including the schedules thereto), neither Seller Sellers nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers or any of their respective officers, directors, employees, agents or representatives; provided, however, that to the extent any document referred to in any Schedule hereto is delivered or made available to Buyers or their representatives, Sellers represent that such document is complete and correct in all material respects. Except for the representations and warranties contained in Article V IV hereof (as modified by the Seller Schedules hereto), the documents delivered by a Seller at or in connection with the Closing, and in the Ancillary Agreements (including the schedules thereto), each Seller (ia) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (iib) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser Buyers or its their Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser Buyers by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its their Affiliates). Seller makes Sellers make no representations or warranties to Purchaser Buyers regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules heretoDisclosure Schedule), neither Seller Sellers nor any other Person makes make any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by SellerSellers, any Affiliate of a Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules heretoDisclosure Schedule), Seller Sellers (i) expressly disclaims disclaim and negates negate any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) make no representations or warranties whatsoever to Purchaser and hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller Sellers or any of its their respective Affiliates). Seller makes Sellers make no representations or warranties to Purchaser regarding financial projections or forecasts with respect to the Business, or the probable success or profitability of the Business. The disclosure of any matter or item in any Seller schedule of the Disclosure Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be discloseddisclosed or is material or that such matter would result in a Material Adverse Effect. The terms and conditions Notwithstanding the foregoing provisions of this Section 5.19 5.24, nothing in this Section 5.24 shall expressly survive the Closingbe deemed to waive, not merge release, restrict, prohibit or otherwise limit any rights or remedies of Purchaser in connection with the provisions or arising out of any closing documents, common law actual fraud of Sellers in connection with making the representations and shall be incorporated into warranties of Sellers contained in Article V hereof (as modified by the DeedDisclosure Schedule).

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V Agreement (as modified by the Seller Schedules heretoDisclosure Schedules), any Ancillary Agreement or any certificate given in connection with the Closings, neither Seller Assignors nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableAssignors, the Business, the Purchased Transferred Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims Assignors disclaim any other representations or warranties, whether made by SellerAssignors, any Affiliate of Seller Assignors or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof Agreement (as modified by the Seller Schedules heretoDisclosure Schedules), Seller any Ancillary Agreement or any certificate given in connection with the Closings, Assignors (i) expressly disclaims disclaim and negates negate any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Transferred Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) ), and (ii) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser NB Group or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser NB Group by any director, officer, employee, agent, consultant, or representative of Seller Assignors or any of its their Affiliates). Seller makes Except as may be otherwise expressly set forth in this Agreement (as modified by the Disclosure Schedules), any Ancillary Agreement or any certificate given in connection with the Closings, Assignors make no representations or warranties to Purchaser NB Group regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule of the Disclosure Schedules shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a material adverse effect.

No Other Representations or Warranties; Schedules. (a) Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules hereto), neither Seller the Company nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableCompany, the Casino Business, the Purchased AssetsAssets (including the value, condition or use of any Purchased Asset), the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims the Company disclaim any other representations or warranties, whether made by Sellerthe Company, any Affiliate of Seller the Company or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article V hereof (as modified by the Seller Schedules hereto), Seller the Company (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, statute or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models the probable success or samples profitability of materials) the ownership, use or operation of the Purchased Assets by Purchaser after the Closing), and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, statement or information made, communicated, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, projection or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, consultant or representative of Seller the Company or any of its Affiliates). Seller The Company makes no representations or warranties to Purchaser regarding the probable success or future profitability of the Casino Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed in and of itself to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article V (as modified by the Seller Schedules heretohereto as supplemented or amended), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicableSubsidiaries, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules heretohereto as supplemented or amended), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives including any information memorandum and related materials distributed to Purchaser in connection with a proposed transaction involving the Business (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates), except with respect to claims based or fraud, Intentional Misrepresentation or willful misconduct and violations of Laws by Seller or its Subsidiaries. Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except Subject to Section 10.13, except for the those representations and warranties contained expressly given by Bxxxx, Merger Sub and the SPAC in this Article V 5 (as modified by the Seller Schedules heretoBuyer Disclosure Schedule) (collectively, the “Buyer’s, Mxxxxx Sub’s and the SPAC’s Contractual Representations”), neither Seller nor the Buyer, Merger Sub or the SPAC, or any other Person makes or has made (or will be deemed to make or have made) any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article V hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common lawlaw or in equity, by statute, statute or otherwise, relating with respect to the condition Buyer, Merger Sub, the SPAC or the transactions contemplated by this Agreement, or any of the Purchased Assets (including any implied Buyer’s, Merger Sub’s or expressed warranty of merchantability or fitness for a particular purposethe SPAC’s business, assets, liabilities, operations, prospects, or condition (financial or otherwise). Except for the Buyer’s, Mxxxxx Sub’s and the SPAC’s Contractual Representations, the Buyer, Merger Sub and the SPAC (directly and on behalf of conformity to models or samples of materials) and (iiall Non-Parties) hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, omission, or information made, not made, communicated, or furnished (whether orally or in writing, in any data room relating to the transactions contemplated by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of the Sellers or the Acquired Companies or in any other form in consideration for investigation of the transactions contemplated by this Agreement) to Purchaser Sellers, the Company or its any of their respective Affiliates or representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Purchaser Sellers, the Company or their respective Affiliates or Representatives by Bxxxx, Merger Sub and the SPAC or any directorNon-Party). Without limiting the generality of the foregoing, officerexcept for any specific applicable Buyer’s, employeeMerger Sub’s and the SPAC’s Contractual Representations, agentneither the Buyer, consultantMerger Sub or the SPAC, or representative of Seller or any of its Affiliatestheir respective Non-Parties makes, has made, or will be deemed to make or have made (and each hereby expressly disclaims). Seller makes no representations , any representation or warranties warranty to Purchaser Sellers or the Acquired Companies or their Non-Parties regarding any of the following (the “Buyer’s, Mxxxxx Sub’s and the SPAC’s Extra Contractual Representations”): (a) merchantability or fitness of any assets for any particular purpose; (b) the nature or extent of any liabilities; (c) the prospects of their business; (d) the probable success or profitability of their business; or (e) the Businessaccuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Sellers, the Acquired Companies or their respective Affiliates or delivered or made available to Sellers, the Acquired Companies and their respective Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement, or in respect of any other matter or thing whatsoever. The disclosure of any matter or item in any Seller section of the Buyer Disclosure Schedule shall hereto will not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deed.

No Other Representations or Warranties; Schedules. Except for the express representations and warranties contained in this Article V Agreement (as modified by the Seller Schedules hereto)) and in the Ancillary Agreements and any other document, certificate or agreement entered into or delivered pursuant hereto or thereto, neither Seller Sellers nor any other Person makes any other express or implied representation or warranty or condition with respect to Seller, its Affiliates, to the extent applicableSellers, the Business, the Purchased AssetsAssets (including, without limitation, the value, condition or use of any Purchased Asset), the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims Sellers disclaim any other representations or warranties, whether made by SellerSellers, any Affiliate of Seller Sellers or any of their respective officers, directors, employees, agents or representatives. Except for the express representations and warranties contained in Article V hereof this Agreement (as modified by the Seller Schedules hereto)) and in the Ancillary Agreements and any other document, certificate or agreement entered into or delivered pursuant hereto or thereto, each Seller (i) expressly disclaims and negates any representation or warrantywarranty or condition, expressed or implied, at common law, by statute, statute or otherwise, relating to the condition of the Purchased Assets (including including, without limitation, any implied or expressed warranty or condition of merchantability or fitness for a particular purpose, or of conformity to models the probable success or samples profitability of materials) the ownership, use or operation of the Purchased Assets by Purchaser after the Closing), and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, statement or information made, communicated, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or representatives in respect of the Business (including including, without limitation, any opinion, information, projection, projection or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, consultant or representative of any Seller or any of its their Affiliates), other than liability for fraud or intentional misrepresentation. Seller makes Sellers make no representations or warranties to Purchaser regarding the probable success or future profitability of the Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall be incorporated into the Deeddisclosed or is material or that such matter would result in a Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the -------------------------------------------------- representations and warranties contained in this Article V or in any of the documents executed by Seller in connection with the transactions contemplated by this Agreement (as modified by the Seller Schedules hereto), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, its Affiliates, to the extent applicable, the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any Affiliate of Seller or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article V or in any of the documents executed by Seller in connection with the transactions contemplated by this Agreement hereof (as modified by the Seller Schedules hereto), Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Purchased Assets (including any implied or expressed warranty of merchantability or fitness for a particular purpose, or of conformity to models or samples of materials) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any director, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Purchaser regarding the probable success or profitability of the Business. The disclosure of any matter or item in any Seller Schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. The terms and conditions of this Section 5.19 shall expressly survive the Closing, not merge with the provisions of any closing documents, and shall disclosed or is material or that such matter would reasonably be incorporated into the Deedlikely to result in a Material Adverse Effect.