Common use of No Other Company Representations or Warranties Clause in Contracts

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article II, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company, nor any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company or any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any other transactions contemplated by this Agreement.

No Other Company Representations or Warranties. Except The Parent and the Purchaser hereby acknowledge and agree (on their own behalf and on behalf of each of their respective Affiliates, equityholders and Representatives) that, except for the representations and warranties expressly set forth in Article IIIII (in each case as qualified and limited by the Company Disclosure Schedule), Parent and Merger Sub hereby acknowledge and agree that (a) neither none of the Company, nor Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholdersequityholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operationsoperations or any other matter in connection with this Agreement and the transactions contemplated hereby or otherwise, including with respect to any information provided or made available to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives equityholders or advisorsRepresentatives, or any other Person, and or had or has any duty or obligation to provide any information to the Parent, the Purchaser or any of their respective Affiliates, equityholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, (b) neither to the fullest extent permitted by law, none of the Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholdersequityholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives equityholders or advisorsRepresentatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives equityholders or advisorsRepresentatives, or any other Person, or the use by the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives equityholders or advisorsRepresentatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisorsRepresentatives, or any other Person, in “data rooms,” confidential information memoranda or memoranda, management presentations or otherwise in anticipation or contemplation of the Merger or any other transactions transaction contemplated by this Agreement, and (c) none of the Parent, the Purchaser or any of their respective Affiliates, equityholders or Representatives, or any other Person, has relied on any information, materials, representations or warranties or other statements or omissions (including as to the accuracy or completeness thereof), whether express or implied, that may have been made, provided or made available by the Company, any of its Affiliates, stockholders or Representatives or any other Person with respect to the Company or any of its Subsidiaries or their respective business or operations or otherwise in connection with or relating to the entry into this Agreement and the transactions contemplated hereby. The Parent and the Purchaser each expressly disclaims any obligation or duty by the Company or any of its Subsidiaries, or any of its or their respective Affiliates, equityholders or Representatives, or any other Person, to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in this Agreement.

No Other Company Representations or Warranties. Except The Parent and the Purchaser hereby acknowledge and agree that, except for the representations and warranties set forth in Article IIIII (in each case as qualified and limited by the Company Disclosure Schedule), Parent and Merger Sub hereby acknowledge and agree that (a) neither none of the Company, nor Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Parent, the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) neither to the fullest extent permitted by law, none of the Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, or the use by the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisorsRepresentatives, or any other Person, in “data rooms,” confidential information memoranda or memoranda, management presentations or otherwise in anticipation or contemplation of the Offer, the Merger or any other transactions transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule)) none of the Parent, the Purchaser or any of their respective Affiliates, stockholders or Representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article II3, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company, Company nor any of its the Company Subsidiaries, nor any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, advisors has made or is making any other express or implied representation or warranty with respect to the Company or any of its the Company Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company or nor any of its the Company Subsidiaries, nor or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its the Company Subsidiaries, or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any other transactions contemplated by this AgreementTransactions.

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIthis Agreement, Parent and Merger Acquisition Sub hereby acknowledge and agree that (a) neither the Company, nor Company or any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company or nor any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any other transactions contemplated by this Agreement.

No Other Company Representations or Warranties. Except The Parent and the Merger Sub hereby acknowledge and agree that, (a) except for the representations and warranties set forth in Article IIIII (in each case as qualified and limited by the Company Disclosure Schedule), Parent and Merger Sub hereby acknowledge and agree that (a) neither none of the Company, nor Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholdersshareholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other PersonPerson acting on behalf of the Company, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, the Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives shareholders or advisorsRepresentatives, or any other PersonPerson acting on behalf of the Parent, and or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Parent, in connection with this Agreement, the transactions contemplated hereby or otherwise, (b) neither except for rights and remedies in favor of the Parent and the Merger Sub expressly contemplated by this Agreement in respect of any breach of or inaccuracy in any of the representations and warranties set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule), to the fullest extent permitted by law, none of the Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholdersshareholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other PersonPerson acting on behalf of the Company, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to the Parent, the Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives shareholders or advisorsRepresentatives, or any other PersonPerson acting on behalf of the Parent, resulting from the delivery, dissemination or any other distribution to the Parent, the Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives shareholders or advisorsRepresentatives, or any other PersonPerson acting on behalf of the Parent, or the use by the Parent, the Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives shareholders or advisorsRepresentatives, or any other PersonPerson acting on behalf of the Parent, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders, directors, officers, employees, agents, representatives shareholders or advisorsRepresentatives, or any other PersonPerson acting on behalf of the Company, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Parent, the Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisorsRepresentatives, or any other PersonPerson acting on behalf of the Parent, in “data rooms,” confidential information memoranda or memoranda, management presentations or otherwise in anticipation or contemplation of the Merger or any other transactions transaction contemplated by this Agreement, and (c) except for the representations and warranties set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule), none of the Parent, the Merger Sub or any of their respective Affiliates, shareholders or Representatives, or any other Person acting on behalf of the Parent, has relied on any such information (including the accuracy or completeness thereof).

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIIII, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company, Company nor any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agentsaffiliates, representatives advisors, agents or advisorsrepresentatives, nor any other Person, has made or is making making, and that Parent and Merger Sub have not relied on and will not be entitled to, and will not, rely on, any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operationsoperations or any other matter, including with respect to the accuracy or completeness of any information provided provided, disclosed or made available delivered to ParentParent or Merger Sub. Except for the representations and warranties set forth in Article III, Merger Sub or neither the Company nor any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agentsaffiliates, representatives or advisors, agents or any other Person, and (b) neither the Company or any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisorsrepresentatives, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, Person resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, agentsaffiliates, representatives advisors, agents or advisorsrepresentatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans, cost-related plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, Person in certain “data rooms,” confidential information memoranda or memoranda, management presentations or due diligence discussions in anticipation or contemplation of any of the Merger or any other transactions contemplated by this Agreement.

No Other Company Representations or Warranties. Except The Parent and the Purchaser hereby acknowledge and agree that, except for the representations and warranties set forth in Article IIIII (in each case as qualified and limited by the Company Disclosure Schedule), Parent and Merger Sub hereby acknowledge and agree that (a) neither none of the Company, nor Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholdersequityholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives equityholders or advisorsRepresentatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Parent, the Purchaser or any of their respective Affiliates, equityholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) neither none of the Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholdersequityholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives equityholders or advisorsRepresentatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, or the use by the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives equityholders or advisorsRepresentatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders, directors, officers, employees, agents, representatives equityholders or advisorsRepresentatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Parent, Merger Sub the Purchaser or any of their respective Affiliates, stockholdersequityholders, directors, officers, employees, agents, representatives or advisorsRepresentatives, or any other Person, in “data rooms,” confidential information memoranda or memoranda, management presentations or otherwise in anticipation or contemplation of the Offer, the Merger or any other transactions transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule)) none of the Parent, the Purchaser or any of their respective Affiliates, equityholders or Representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIARTICLE IV, Parent and Merger Acquisition Sub hereby acknowledge and agree that (a) neither the Company, nor Company or any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making (and neither Parent nor Acquisition Sub is relying on) any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to the accuracy or completeness of any information provided or made available to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) other than as set forth in the last sentence of this Section 5.12, neither the Company or nor any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Acquisition Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any other transactions contemplated by this Agreement. Notwithstanding anything to the contrary, nothing in this Agreement shall be construed to limit or relieve in any way the Company, its Subsidiaries, or any of their respective Affiliates, Representatives or any other Person of any liability to Parent or Acquisition Sub, arising out of fraud.

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIIII, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company, Company nor any of its Subsidiaries, nor any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, Merger Sub Sub, their Affiliates or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company or nor any of its Subsidiaries, nor or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or memoranda, management presentations or otherwise in anticipation or contemplation of the Merger or any other transactions contemplated by this Agreement.

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIIII, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company, Company nor any of its Subsidiaries, nor any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, Merger Sub Sub, their Affiliates or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company or nor any of its Subsidiaries, nor or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any other transactions contemplated by this Agreement.

No Other Company Representations or Warranties. Except The Buyer and the Transitory Subsidiary hereby acknowledge and agree that, except for the representations and warranties set forth in Article IIARTICLE III (in each case as qualified and limited by the Company Disclosure Schedule) and in any ancillary agreement or any certificate or document delivered in connection herewith or therewith, Parent and Merger Sub hereby acknowledge and agree that (a) neither none of the Company, nor Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parentthe Buyer, Merger Sub the Transitory Subsidiary or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Buyer, the Transitory Subsidiary or any of their respective Affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) neither to the fullest extent permitted by Law, none of the Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parentthe Buyer, Merger Sub the Transitory Subsidiary or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, resulting from the delivery, dissemination or any other distribution to Parentthe Buyer, Merger Sub the Transitory Subsidiary or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, or the use by Parentthe Buyer, Merger Sub the Transitory Subsidiary or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parentthe Buyer, Merger Sub the Transitory Subsidiary or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisorsRepresentatives, or any other Person, in “data rooms,” confidential information memoranda or memoranda, management presentations or otherwise in anticipation or contemplation of the Merger or any other transactions transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in ARTICLE III (in each case as qualified and limited by the Company Disclosure Schedule) and the representations and warranties of the Company made in any ancillary agreement or any certificate or document delivered in connection with this Agreement or any ancillary agreement) none of the Buyer, the Transitory Subsidiary or any of their respective Affiliates, stockholders or Representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof).

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIIII and Article V or contained in any exhibit or schedule to this Agreement, Parent or in the Seller Guarantee or any of the Noncompete Agreements, Buyer hereby acknowledges and Merger Sub hereby acknowledge and agree agrees that (a) neither the Company, nor Company or any of its Subsidiaries, nor any of their respective Affiliates, stockholdersunitholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub Buyer or any of their respective its Affiliates, stockholders, unitholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) except as set forth in Article IX, neither the Company or nor any of its Subsidiaries, nor or any of their respective Affiliates, stockholdersunitholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub Buyer or any of their respective its Affiliates, stockholders, unitholders, directors, officers, employees, agents, representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub Buyer or any of their respective its Affiliates, stockholders, unitholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub Buyer or any of their respective its Affiliates, stockholders, unitholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub Buyer or any of their respective its Affiliates, stockholders, unitholders, directors, officers, employees, agents, representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any other transactions contemplated by this Agreement.

No Other Company Representations or Warranties. Except The Parent and the Merger Sub hereby acknowledge and agree that, except for the representations and warranties set forth in Article IIIII (in each case as qualified and limited by the Company Disclosure Schedule), Parent and Merger Sub hereby acknowledge and agree that (a) neither none of the Company, nor Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, the Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, or, except as otherwise expressly set forth in this Agreement, had or has any duty or obligation to provide any information to the Parent, the Merger Sub or any of their respective Affiliates, stockholders or Representatives, or any other Person, in connection with this Agreement, the transactions contemplated hereby or otherwise, and (b) neither to the fullest extent permitted by law, none of the Company or any of its Subsidiaries, nor or any of its or their respective Affiliates, stockholdersstockholders or Representatives, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to the Parent, the Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, resulting from the delivery, dissemination or any other distribution to the Parent, the Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, or the use by the Parent, the Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of its or their respective Affiliates, stockholders, directors, officers, employees, agents, representatives stockholders or advisorsRepresentatives, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to the Parent, the Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisorsRepresentatives, or any other Person, in “data rooms,” confidential information memoranda or memoranda, management presentations or otherwise in anticipation or contemplation of the Merger or any other transactions transaction contemplated by this Agreement, and (subject to the express representations and warranties of the Company set forth in Article III (in each case as qualified and limited by the Company Disclosure Schedule)) none of the Parent, the Merger Sub or any of their respective Affiliates, stockholders or Representatives, or any other Person, has relied on any such information (including the accuracy or completeness thereof) or any representations or warranties or other statements or omissions that may have been made by the Company or any Person with respect to the Company other than the representations and warranties set forth in this Agreement. The Parent and the Merger Sub each expressly disclaims any obligation or duty by the Company to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in this Agreement.

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article II3, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company, Company nor any of its the Company Subsidiaries, nor any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, advisors has made or is making any other express or implied representation or warranty with respect to the Company or any of its the Company Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company or nor any of its the Company Subsidiaries, nor or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives Representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives Representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives Representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives Representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its the Company Subsidiaries, or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives Representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliatesaffiliates, stockholders, directors, officers, employees, agents, representatives Representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any other transactions contemplated by this AgreementTransactions.

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article IIIII, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company, Company nor any of its Subsidiaries, nor any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to Parent, Merger Sub Sub, their Affiliates or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company or nor any of its Subsidiaries, nor or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, stockholdersshareholders, directors, officers, employees, agents, representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any other transactions contemplated by this Agreement.

No Other Company Representations or Warranties. Except for the representations and warranties set forth in Article II, Parent and Merger Sub hereby acknowledge and agree that (a) neither the Company, nor Company or any of its Subsidiaries, nor any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective business or operations, including with respect to any information provided or made available to the Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, and (b) neither the Company or any of its Subsidiaries, nor or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, nor any other Person, will have or be subject to any liability or indemnification obligation or other obligation of any kind or nature to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, or the use by Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, of any such information provided or made available to any of them by the Company or any of its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material provided or made available to Parent, Merger Sub or any of their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, or any other Person, in “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the Merger or any other transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 3.13 shall relieve any Person of liability for fraud or intentional misconduct.