Accuracy Of Representations. All of the representations and warranties made by the Purchaser in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date as if made at the Closing Date (in each case other than those representations and warranties that are made as of a specified date, in which case as of such date), disregarding all qualifications or limitations as to “materiality” or any similar qualifications therein, except where such failure to be true and correct as of such date, individually or in the aggregate, has not and would not reasonably be expected to prevent or materially impair or delay the Purchaser from performing its obligations under this Agreement and the other Transactional Agreements or from consummating the transactions contemplated hereby or thereby.

Accuracy of Disclosure. All written information (other than projections, estimates, budgets, forward-looking statements or general market data) heretofore or contemporaneously herewith furnished by the Company or any Subsidiary to the Administrative Agent or any Lender about the Company and its Subsidiaries for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and all written information (other than projections, estimates, budgets, forward-looking statements or general market data) hereafter furnished by or on behalf of the Company or any Subsidiary to the Administrative Agent or any Lender pursuant hereto or in connection herewith will be, when taken as a whole, true and accurate in every material respect on the date as of which such written information is dated or certified, and none of such written information is or will be incomplete by omitting to state any material fact necessary to make such information not materially misleading in light of the circumstances under which made. With respect to any projections, estimates, budgets, forward-looking statements or general market data heretofore or contemporaneously herewith furnished by the Company or any Subsidiary to the Administrative Agent or any Lender for purposes of or in connection with this Agreement and the transactions contemplated hereby, the Company hereby confirms that such materials have been or will be prepared in good faith based upon assumptions believed by senior management of the Company to be reasonable at the time made. The Lenders understand that actual results for the period or periods covered by any such projections and forecasts will likely differ from projected or forecasted results. Any information provided by the Company or a Subsidiary with respect to any Person or assets acquired or to be acquired by the Company or any Subsidiary will, for all periods prior to the consummation of the acquisition, be limited to the knowledge of the Company or the acquiring Subsidiary after due inquiry.

Section # Financial Information; No Material Adverse Effect; Accuracy of Information 34

Section # Accuracy of Information, Etc.

Each Group Member agrees that any filing with the Securities and Exchange Commission (including without limitation any filing required by [Section 13(d)], [Section 14] or Section 16 of the Exchange Act), press release, white paper, stockholder communication or other public communication proposed to be made or issued by the Group or any of the Group Members in connection with the Group’s activities shall be made or issued with the mutual agreement of ​ and ​. Each Group Member agrees that any [Schedule 13D] (including any amendment thereto) under the Exchange Act with respect to the Company (“[Schedule 13D]”) shall be filed jointly by the Group Members. Each of the Group Members agrees that it shall be responsible for the completeness and accuracy of the information concerning it contained in any filing pursuant to [Section 13(d)], [Section 14] or Section 16 of the Exchange Act or any filing pursuant to the Hart-Scott-Rodino Act Antitrust Improvements Act of 1976, but shall not be responsible for the completeness and accuracy of the information concerning the other contained in such filings, except to the extent that it knows or has reason to believe that such information is inaccurate. In addition, each Group Member agrees to notify the other as promptly as practicable following any other event that may require an amendment to the [Schedule 13D].

The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY MATERIALS OR INFORMATION PROVIDED BY OR ON BEHALF OF THE BORROWER OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM ANY MATERIALS OR INFORMATION PROVIDED BY OR ON BEHALF OF THE BORROWER. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH ANY

SECTION # Accuracy of Information, etc 8581

In connection with any proposed ESG Amendment, the Sustainability Structuring Agent may # assist the Borrowers in selecting the KPIs and/or ESG Ratings and setting the associated SPTs, # determine the ESG Pricing Provisions in connection with the ESG Amendment, and # assist the Borrowers in preparing informational materials focused on ESG to be used in connection with the ESG Amendment, in each case based upon the information provided by the Borrowers with respect to the applicable KPIs and/or ESG Ratings selected in accordance with this [Section 2.9], provided, that, the Sustainability Structuring Agent # shall have no duty to ascertain, inquire into, or otherwise independently verify any such information and # shall have no responsibility for (and shall not be liable for) the completeness or accuracy of any such information.

No Other Representations and Warranties. Except for the representations and warranties contained in this [Article IV] (including the related portions of the Disclosure Schedules), neither ​ nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of ​, including any representation or warranty as to the accuracy or completeness of any information regarding the Business and the Purchased Assets furnished or made available to Purchaser and its Representatives or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise in law.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SAFETY, ABSENCE OF ERRORS OR OMISSIONS, ACCURACY, OR COMPLETENESS, THE PROSPECTS OR LIKELIHOOD OF SUCCESS (FINANCIAL OR OTHERWISE) OF THE COLLABORATION OR THE PRODUCTS, OR THE VALIDITY, SCOPE, OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.