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 III (as modified by the Schedules, as supplemented and amended), none of the Group Companies, any Equity Holder or any other Person makes any other express or implied representation or warranty with respect to the Group Companies, any Equity Holder or the transactions contemplated by this Agreement, and the Company disclaims any and all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Parent Parties or their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Parent Parties by any director, officer, employee, agent, consultant, or representative of the Company or the Equity Holders or any of their respective Affiliates). The Company makes no representation or warranty to the Parent Parties regarding the probable success or future profitability of the Group Companies. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), 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. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of the Company or its Affiliates or their respective Representatives.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article III V (as modified by the Disclosure Schedules, as supplemented and amended), none of the Group Companies, any Equity Holder or Sellers nor any other Person makes any other express or implied representation or warranty with respect to Sellers, the Group CompaniesPurchased Assets, the Assumed Liabilities or the Transactions, and each Seller disclaims any other representations or warranties, whether made by Sellers, any Equity Holder Affiliate of Sellers, or any of Sellers’ or their Affiliates’ respective Representatives. Except for the transactions contemplated representations and warranties contained in this Article V (as modified by this Agreementthe Disclosure Schedules), each Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the Company 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 (b) disclaims any and all liability Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Parent Parties Purchaser or their respective its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Parent Parties Purchaser by any director, officer, employee, agent, consultant, or representative Representative of the Company or the Equity Holders Sellers or any of their respective its Affiliates). The Company makes Sellers make no representation representations or warranty warranties to the Parent Parties Purchaser regarding the probable success or future profitability of the Group CompaniesPurchased Assets or the use thereof. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), 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 The disclosure of any Group Company matter or as to the condition or workmanship thereof or the absence of item in any defects therein, whether latent or patent. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and shall Schedule hereto will not be deemed to, directly to constitute an acknowledgment that any such matter is required to be disclosed or indirectly, contain representations is material or warranties of the Company or its Affiliates or their respective Representativesthat such matter could result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article III (as modified by the SchedulesV, as supplemented and amended), none of the Group Companies, any Equity Holder or neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, the Group CompaniesBusiness, any Equity Holder the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and the Company 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 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) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Parent Parties Purchaser or their respective its Affiliates or Representatives representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Parent Parties Purchaser by any director, officer, employee, agent, consultant, or representative of the Company or the Equity Holders Seller or any of their respective its Affiliates). The Company Seller makes no representation representations or warranty warranties to the Parent Parties Purchaser regarding the probable success or future profitability of the Group CompaniesBusiness. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), 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 The disclosure of any Group Company matter or as to the condition or workmanship thereof or the absence of item in any defects therein, whether latent or patent. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and schedule hereto shall not be deemed to, directly to constitute an acknowledgment that any such matter is required to be disclosed or indirectly, contain representations is material or warranties of the Company or its Affiliates or their respective Representativesthat 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 III V (as modified by the Schedules, as supplemented and amendedSchedules hereto), none of the Group Companies, any Equity Holder or neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, the Group CompaniesPurchased Assets, the Assumed Liabilities or the Transactions, and Seller disclaims any other representations or warranties, whether made by Seller, any Equity Holder Affiliate of Seller, or any of Seller’s or its Affiliates’ respective Representatives. Except for the transactions contemplated representations and warranties contained in this Article V (as modified by this Agreementthe Schedules hereto), Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the Company 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 (b) disclaims any and all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Parent Parties Purchaser or their respective its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Parent Parties Purchaser by any director, officer, employee, agent, consultant, or representative Representative of the Company or the Equity Holders Seller or any of their respective its Affiliates). The Company Seller makes no representation representations or warranty warranties to the Parent Parties Purchaser regarding the probable success or future profitability of the Group Companies. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended)Business, the condition of Purchased Assets or 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 use thereof. The disclosure of any Group Company matter or as to the condition or workmanship thereof or the absence of item in any defects therein, whether latent or patent. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and shall Schedule hereto will not be deemed to, directly to constitute an acknowledgment that any such matter is required to be disclosed or indirectly, contain representations is material or warranties of the Company or its Affiliates or their respective Representativesthat such matter could result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article III V (as modified by the Schedules, as supplemented and amendedSchedules hereto), none of the Group Companies, any Equity Holder or Sellers nor any other Person makes any other express or implied representation or warranty with respect to Sellers, the Group CompaniesPurchased Assets, the Assumed Liabilities or the Transactions, and each Seller disclaims any other representations or warranties, whether made by Sellers, any Equity Holder Affiliate of Sellers, or any of Sellers’ or their Affiliates’ respective Representatives. Except for the transactions contemplated representations and warranties contained in this Article V (as modified by this Agreementthe Schedules hereto), each Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the Company 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 (b) disclaims any and all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Parent Parties Purchaser or their respective its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Parent Parties Purchaser by any director, officer, employee, agent, consultant, or representative Representative of the Company or the Equity Holders Sellers or any of their respective its Affiliates). The Company makes Sellers make no representation representations or warranty warranties to the Parent Parties Purchaser regarding the probable success or future profitability of the Group CompaniesPurchased Assets or the use thereof. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), 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 The disclosure of any Group Company matter or as to the condition or workmanship thereof or the absence of item in any defects therein, whether latent or patent. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and shall Schedule hereto will not be deemed to, directly to constitute an acknowledgment that any such matter is required to be disclosed or indirectly, contain representations is material or warranties of the Company or its Affiliates or their respective Representativesthat such matter could result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article III V (as modified by the Schedules, as supplemented and amendedSchedules hereto), none of the Group Companies, any Equity Holder or neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, the Group CompaniesBusiness, any Equity Holder the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and the Company Seller disclaims any other representations or warranties, whether made by Seller, its Affiliates or any of their respective officers, directors, employees, agents or other Representatives. Except for the representations and warranties contained in Article V hereof (as modified by the 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) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Parent Parties Purchaser or their respective Affiliates or its Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Parent Parties Purchaser or its Representatives by any director, officer, employee, agent, consultant, or representative other Representative of the Company or the Equity Holders Seller or any of their respective its Affiliates). The Company Seller makes no representation representations or warranty warranties to the Parent Parties Purchaser regarding the probable success or future profitability of the Group CompaniesBusiness. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), 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 The disclosure of any Group Company matter or as to the condition or workmanship thereof or the absence of item in any defects therein, whether latent or patent. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and schedule hereto shall not be deemed to, directly to constitute an acknowledgment that any such matter is required to be disclosed or indirectly, contain representations is material or warranties of the Company or its Affiliates or their respective Representativesthat 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 III V (as modified by the Schedules, as supplemented and amendedSchedules hereto), none of the Group Companies, any Equity Holder or neither Sellers nor any other Person makes any other express or implied representation or warranty with respect to Sellers, the Group CompaniesBusiness, any Equity Holder the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and the Company each Seller disclaims any other representations or warranties, whether made by Sellers or any of their respective Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Article V (as modified by the 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 the Parent Parties Purchaser or their respective its Affiliates or Representatives representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Parent Parties Purchaser by any director, officer, employee, agent, consultant, or representative of the Company or the Equity Holders such Seller or any of their respective its Affiliates). The Company makes Sellers make no representation representations or warranty warranties to the Parent Parties Purchaser regarding the probable success or future profitability of the Group CompaniesBusiness. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), 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 The disclosure of any Group Company matter or as to the condition or workmanship thereof or the absence of item in any defects therein, whether latent or patent. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and Schedule hereto shall not be deemed to, directly to constitute an acknowledgment that any such matter is required to be disclosed or indirectly, contain representations is material or warranties of the Company or its Affiliates or their respective Representativesthat such matter would reasonably be likely to result in a Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article III ‎V (as modified by the Disclosure Schedules, as supplemented and amended), none of the Group Companies, any Equity Holder or Sellers nor any other Person makes any other express or implied representation or warranty with respect to Sellers, the Group CompaniesPurchased Assets, the Assumed Liabilities or the Transactions, and each Seller disclaims any other representations or warranties, whether made by Sellers, any Equity Holder Affiliate of Sellers, or any of Sellers' or their Affiliates' respective Representatives. Except for the transactions contemplated representations and warranties contained in this Article ‎V (as modified by this Agreementthe Disclosure Schedules), each Seller (a) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the Company 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 (b) disclaims any and all liability Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Parent Parties Purchaser or their respective its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Parent Parties Purchaser by any director, officer, employee, agent, consultant, or representative Representative of the Company or the Equity Holders Sellers or any of their respective its Affiliates). The Company makes Sellers make no representation representations or warranty warranties to the Parent Parties Purchaser regarding the probable success or future profitability of the Group CompaniesPurchased Assets or the use thereof. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), 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 The disclosure of any Group Company matter or as to the condition or workmanship thereof or the absence of item in any defects therein, whether latent or patent. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and shall Schedule hereto will not be deemed to, directly to constitute an acknowledgment that any such matter is required to be disclosed or indirectly, contain representations is material or warranties of the Company or its Affiliates or their respective Representativesthat such matter could result in a Seller Material Adverse Effect.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article III (as modified by the SchedulesV, as supplemented and amended), none of the Group Companies, any Equity Holder or neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller, the Group CompaniesBusiness, any Equity Holder the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and the Company 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 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) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Parent Parties Purchaser or their respective its Affiliates or Representatives representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Parent Parties Purchaser by any director, officer, employee, agent, consultant, or representative of the Company or the Equity Holders Seller or any of their respective its Affiliates). The Company Seller makes no representation representations or warranty warranties to the Parent Parties Purchaser regarding the probable success or future profitability of the Group CompaniesBusiness. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), 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 The disclosure of any Group Company matter or as to the condition or workmanship thereof or the absence of item in any defects therein, whether latent or patent. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and schedule hereto shall not be deemed to, directly to constitute an acknowledgment that any such matter is required to be disclosed or indirectly, contain representations is material or warranties of the Company or its Affiliates or their respective Representativesthat 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 III IV (as modified by the Schedules, as supplemented and amendedschedules hereto), none of neither the Group Companies, any Equity Holder or Sellers nor any other Person person makes any other express or implied representation or warranty with respect to the Group CompaniesSellers, any Equity Holder the Company, the Business or the transactions contemplated by this Agreement, and the Company Sellers disclaim any other representations or warranties, whether made by the Sellers, any affiliate of the Sellers or any of their respective officers, managers, employees, agents or representatives. Except for the representations and warranties contained in Article IV hereof (as modified by the schedules hereto), the Sellers (i) expressly disclaim and negate any representation or warranty, expressed or implied, at common law, by statute or otherwise, relating to the condition of the Fixed 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 any and all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Parent Parties Purchaser or their respective Affiliates its affiliates or Representatives representatives (including any opinion, information, projection, projection or advice that may have been or may be provided to the Parent Parties Purchaser by any director, officer, employee, agent, consultant, consultant or representative of the Company or the Equity Holders Sellers or any of their respective Affiliatesaffiliates). The Company Sellers makes no representation representations or warranty warranties to the Parent Parties Purchaser regarding the probable success or future profitability of the Group Companies. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), the condition Company 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 Business. The disclosure of any Group Company matter or as to the condition or workmanship thereof or the absence of item in any defects therein, whether latent or patent. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and schedule hereto shall not be deemed to, directly or indirectly, contain representations or warranties of the Company or its Affiliates or their respective Representativesto constitute an acknowledgment that any such matter is required to be disclosed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article III V (as modified by the Schedules, as supplemented and amendedSchedules hereto), none of the Group Companies, any Equity Holder or neither Parent nor any other Person makes any other express or implied representation or warranty with respect to the Group CompaniesSellers, any Equity Holder the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement, and the Company Parent disclaims any other representations or warranties, whether made by Parent, any Affiliate of Parent 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 Schedules hereto), Parent (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) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Parent Parties Purchaser or their respective its Affiliates or Representatives representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Parent Parties Purchaser by any director, officer, employee, agent, consultant, or representative of the Company or the Equity Holders Parent or any of their respective its Affiliates). The Company Parent makes no representation representations or warranty warranties to the Parent Parties Purchaser regarding the probable success or future profitability of the Group CompaniesBusiness. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), 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 The disclosure of any Group Company matter or as to the condition or workmanship thereof or the absence of item in any defects therein, whether latent or patent. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and schedule hereto shall not be deemed to, directly to constitute an acknowledgment that any such matter is required to be disclosed or indirectly, contain representations is material or warranties of the Company or its Affiliates or their respective Representativesthat 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 III IV (as modified by the Schedules, as supplemented Schedules and amendedthe Company SEC Reports), none of neither the Group Companies, any Equity Holder or Company nor any other Person makes any other express or implied representation or warranty with respect to the Group CompaniesCompany, any Equity Holder the Subsidiaries or the transactions contemplated by this AgreementTransactions, and the Company disclaims any other representations or warranties, whether made by the Company or any of its Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article IV hereof (as modified by the Schedules and the Company SEC Reports), the Company hereby disclaims all 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, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer or Merger Sub or in any other form in consideration or investigation of the Transactions) to the Parent Parties Buyer or their respective its Affiliates or Representatives representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to the Parent Parties Buyer or its Affiliates or representatives by any director, officer, employee, agent, consultant, or representative of the Company or the Equity Holders or any of their respective its Affiliates). The Company makes no representation representations or warranty warranties to the Parent Parties regarding the probable success or future profitability of the Group Companies. Except as expressly set forth in this Article III (as modified by the SchedulesBuyer, as supplemented and amended), 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. It is understood that any Due Diligence Materials made available to the Parent Parties Merger Sub or their respective Affiliates or their respective Representatives do not, directly representatives regarding: (i) merchantability or indirectly, and fitness for any particular purpose; or (ii) the probable success or profitability of the Company or the Subsidiaries. The disclosure of any matter or item in any Schedule hereto shall not be deemed to, directly or indirectly, contain representations or warranties of the Company or its Affiliates or their respective Representativesto constitute an acknowledgment that any such matter is required to be disclosed.

No Other Representations or Warranties; Schedules. Except for the representations and warranties contained in this Article III V (as modified by the Schedules, as supplemented and amendedSchedules hereto), none of the Group Companies, any Equity Holder or Sellers nor any other Person makes any other express or implied representation or warranty with respect to Sellers, the Group CompaniesPurchased Assets, any Equity Holder the Assumed Liabilities or the transactions contemplated by this Agreement, and the Company each Seller disclaims any other representations or warranties, whether made by Sellers, any Affiliate of Sellers, or any of Sellers’ or their Affiliates’ respective Representatives. Except for the representations and warranties contained in this Article V (as modified by the Schedules hereto), each Seller (a) 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 (b) disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Parent Parties Purchaser or their respective its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Parent Parties Purchaser by any director, officer, employee, agent, consultant, or representative Representative of the Company or the Equity Holders Sellers or any of their respective its Affiliates). The Company makes Sellers make no representation representations or warranty warranties to the Parent Parties Purchaser regarding the probable success or future profitability of the Group CompaniesPurchased Assets or the use thereof. Except as expressly set forth in this Article III (as modified by the Schedules, as supplemented and amended), 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 The disclosure of any Group Company matter or as to the condition or workmanship thereof or the absence of item in any defects therein, whether latent or patent. It is understood that any Due Diligence Materials made available to the Parent Parties or their respective Affiliates or their respective Representatives do not, directly or indirectly, and shall schedule hereto will not be deemed to, directly to constitute an acknowledgment that any such matter is required to be disclosed or indirectly, contain representations is material or warranties of the Company or its Affiliates or their respective Representativesthat such matter could result in a Seller Material Adverse Effect.