Common use of No Other Representations or Warranties Clause in Contracts

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III V or in any certificate delivered by the Company to Ancillary Implementing Agreement, neither Purchaser Parent or nor Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its nor any of their respective Affiliates, Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesrespective Subsidiaries or Affiliates, including the Purchaser Business or with respect to any materials other information provided, or information made available available, to Seller Parent and/or or any of its Affiliates or Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Companyhereby. Each of Parent and Purchaser Sub acknowledges and agrees that, except Except as expressly set forth in the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to merchantabilitythe prospects of Purchaser or the Purchaser Business or their profitability, satisfactory quality or fitness with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Seller Parent or any of its Affiliates or Representatives in connection with Seller Parent’s review of Purchaser or the Purchaser Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article V or in any Ancillary Implementing Agreement, neither Purchaser Parent nor Purchaser nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from Seller Parent’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material made available to Seller Parent, its Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser Parent, Purchaser or any of their respective Affiliates or Representatives. Each of Purchaser Parent, Purchaser and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article V or in any particular purposeAncillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, in “as is” condition and on a “where is” basisneither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III IV or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationAncillary Implementing Agreement, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyneither Seller Parent, the Company subsidiaries other Sellers nor any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the CompanySeller Parent, the Company subsidiaries or any other Person on behalf of Sellers, the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Conveyed Subsidiaries or any of their Representativesrespective Subsidiaries or Affiliates, including the Purchased Assets, the Business or with respect to any materials other information provided, or information made available available, to Parent and/or its Purchaser Parent, Purchaser or any of their Affiliates or Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Companyhereby. Each of Parent and Purchaser Sub acknowledges and agrees that, except Except as expressly set forth in the representations and warranties contained in this Article IV or in any Ancillary Implementing Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without neither Seller Parent nor any of its Affiliates, Representatives or any other Person has made any representation or warranty, express or implied, as to merchantabilitythe prospects of the Business or its profitability, satisfactory quality or fitness with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Purchaser Parent, Purchaser or any of their Affiliates or Representatives in connection with Purchaser Parent’s and Purchaser’s review of the Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the representations and warranties contained in this Article IV or in any Ancillary Implementing Agreement, neither Seller Parent, the other Sellers nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Purchaser Parent, Purchaser, their Affiliates or Representatives or any other Person resulting from the sale and purchase of the Purchased Assets, or the Business to Purchaser Parent, Purchaser or their Affiliates or Purchaser Parent’s or Purchaser’s use of, or the use by any of their Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Purchaser Parent, Purchaser, their Affiliates or Representatives by any means, including in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller Parent, the other Sellers or any of their respective Affiliates or Representatives, or Purchaser Parent, Purchaser or their Affiliates or Representatives. Each of Seller Parent and the other Sellers and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article IV or in any particular purposeAncillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, in “as is” condition and on a “where is” basisneither Seller Parent, the other Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to Excluded Assets, Retained Businesses or Retained Liabilities.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III or in any certificate delivered V (as qualified by the Company to Parent or Purchaser Sub Disclosure Schedules and in accordance with the express terms and conditions (including limitations and notwithstanding exclusions) of this Agreement) (the delivery or disclosure to Parent or “Express Representations”) (it being understood that Xxxxx relied only on such express representations and warranties), Buyer acknowledges and agrees, on its Representatives own behalf and on behalf of the Buyer Group, that the Acquired Assets are being acquired by Buyer “as is” and “where is” and with all faults and all other representations, warranties and statements of any documentationkind or nature expressed or implied, projectionswhether in written, estimateselectronic or oral form, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or no Seller nor any other Person on behalf of the Company any Seller makes, and Xxxxx has not relied on, is not relying on, and will not rely on (i) the accuracy or has made, completeness of any express or implied representation or warranty with respect to any Seller, the Acquired Assets, or the Assumed Liabilities or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person (including in any presentations or other materials prepared by Lazard) (the “Information Presentation”) or in that certain datasite administered by Intralinks (the “Dataroom”) or elsewhere to Buyer or any of its Affiliates or Advisors on behalf of Sellers or any of their Affiliates or Advisors, or (ii) any other statement relating to itself the historical, current or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental compliance, employee matters, regulatory compliance, business risks and prospects of any Seller, or the quality, quantity or condition of any Seller’s assets. Without limiting the foregoing, no Seller nor any other Person will have or be subject to any Liability whatsoever to Buyer, or any other Person, resulting from the distribution to Buyer or any of its business Affiliates or otherwiseAdvisors, or Buyer’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, the Projections, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in connection with this Agreement the Dataroom or otherwise in expectation of the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries Agreement or any other Person on behalf discussions with respect to any of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial foregoing information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for Other than the representations and warranties contained expressly set forth in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationthis Agreement, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Merger Sub or any other Person on behalf of Parent or Merger Sub makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries, and the Company is not relying on any representation or warranty other than those expressly set forth in this Agreement. Parent and Merger Sub each agrees that, other than the representations and warranties expressly set forth in this Agreement, neither the Company nor any of its Subsidiaries makes, or has made, any representation representations or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty warranties relating to itself or its business or otherwise in connection with this Agreementthe Merger, and if made, such Parent and Merger Sub are not relying on any representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entityother than those expressly set forth in this Agreement. In particular, and (z) any estimatewithout limiting the foregoing, projection, prediction, data, financial information, memorandum, presentation none of the Company or any other materials Person makes or information provided has made any representation or addressed warranty to Parent, Purchaser Merger Sub or any of their Representativesrespective Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospective information relating to the Company, any of its Affiliates or any of their respective businesses (including SpinCo) unless any materials such information is expressly included in a representation or warranty of the Company to Parent or Merger Sub contained in this Agreement or any ancillary agreement or other document delivered in connection with this Agreement or the transactions contemplated hereby, or (b) any oral or, except for the representations and warranties made by the Company in SECTION 3 or any ancillary agreement or other document delivered in connection with this Agreement or the transactions contemplated hereby, written information made available to Parent and/or its Parent, Merger Sub or any of their respective Affiliates or Representatives in connection with presentations by the course of their evaluation of the Company’s management, are not and shall not be deemed to be SpinCo, the SpinCo Assets or include representations the SpinCo Liabilities, the negotiation of this Agreement or warranties. Each in the course of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.SECTION 5 - COVENANTS AND OTHER AGREEMENTS

No Other Representations or Warranties. Company acknowledges and agrees that it (a) has had an opportunity to discuss the business of Parent and its Subsidiaries with the management of Parent, (b) has had reasonable access to the books and records of Parent and its Subsidiaries, (c) has been afforded the opportunity to ask questions of and receive answers from officers of Parent and (d) has conducted its own independent investigation of Parent and its Subsidiaries, their respective businesses and the transactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of Parent, Merger Sub or any of their Subsidiaries, other than the representations and warranties of Parent and Merger Sub expressly contained in Article IV of this Agreement. Company acknowledges that neither Parent nor Merger Sub makes any express or implied representations or warranties as to any matter whatsoever except as expressly set forth in Article IV, including with respect to any information furnished, disclosed or made available to Company or its representatives in the course of their due diligence investigation of Parent and the negotiation of this Agreement, or otherwise in connection with the transactions contemplated hereby. The representations and warranties set forth in Article IV are made solely by Parent and Merger Sub, and no representative of Parent or Merger Sub shall have any responsibility or liability related thereto. Except for the representations and warranties contained in this Article III III, neither Company nor any other Person makes any express or in implied representation or warranty with respect to Company and its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Company hereby disclaims any certificate delivered by the Company such other representations or warranties, including with respect to any financial projection, forecast, estimate, budget or prospective information relating to Company, any of its Subsidiaries or their respective businesses or any oral or written information presented to Parent or Purchaser Sub (and notwithstanding any of Parent’s Affiliates or representatives in the delivery or disclosure to Parent or its Representatives course of any documentation, projections, estimates, budgets or other information), each their due diligence investigation of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf negotiation of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or in the course of the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basishereby.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation5, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Merger Sub or any of their Affiliates nor any other Person on behalf of the Company makesany of them is making or has made any express or implied representation or warranties of any kind or nature whatsoever, including with respect to Parent, its Subsidiaries or their respective businesses or with respect to any other information provided, or has mademade available, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries Subsidiaries or any of their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof, and Parent and Merger Sub hereby expressly disclaim any such other Person representations or warranties. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties made by the Company in this Agreement (as qualified by the applicable items disclosed in the Company Disclosure Letter), neither the Company nor any other Company Related Party is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of the Company to make or any representation or warranty relating to itself or its business or otherwise in connection with this Agreementof the Company Subsidiaries, and if madetheir businesses, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entityoperations, and (z) any estimateassets, projection, prediction, dataliabilities, financial informationcondition, memorandumresults of operations, presentation future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of the Company Subsidiaries or any other materials matter furnished or information provided to Parent or addressed Merger Sub or Made Available to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with presentations by with, this Agreement or the Company’s management, Transactions. Parent and Merger Sub are not relying and shall not be deemed to be specifically disclaim that they are relying upon or include have relied upon any such other representations or warranties that may have been made by any Person, and acknowledge and agree that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its have conducted their own independent investigation of the condition, operations Acquired Companies and business of the Company Transactions and in making its determination have had an opportunity to proceed discuss and ask questions regarding the Acquired Companies’ businesses with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf management of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except (a) The parties acknowledge and agree that except for the representations and warranties contained in Article III or in any certificate delivered made by the Company to Parent or Purchaser Sub (Seller in Articles III and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyIV hereof, the Company subsidiaries or Seller does not (nor any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (ySeller) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as at Law or in equity, with respect to merchantabilitythe Acquired Entities, satisfactory quality or their respective businesses, operations, assets, liabilities, condition (financial or otherwise), prospects (financial or otherwise) or risks, including with respect to merchantability or fitness for any particular purpose, or with respect to any financial projections or forecasts, notwithstanding the delivery or disclosure to the Purchaser or any of its Affiliates or representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, the Seller shall not have made, or shall not be deemed to have made, any representations or warranties in the Confidential Information Memorandum dated October 2011 (the “Information Memorandum”), in the management presentations relating to the Acquired Entities presented to the Purchaser on December 15, 2011 and January 12, 2012 or in any presentation of the Acquired Entities in connection with the Transactions, or in any other written materials delivered to the Purchaser in connection with any other such presentation (collectively, the “Offering Materials and Presentations”), and no statement contained in the Offering Materials and Presentations shall be deemed a representation or warranty hereunder or otherwise. Except as otherwise expressly provided herein, the Acquired Entities are being transferred “as is” condition , where is and with all faults”. Any claims the Purchaser may have for breach of representation or warranty in connection with the Transactions shall be based solely on a “where is” basisthe representations and warranties set forth in Articles III and IV and any such other representations and warranties are hereby disclaimed. The parties further acknowledge and agree that the Seller has not made (nor any Person on behalf of the Seller) any representation or warranty, express or implied, at Law or in equity, as to the accuracy or completeness of any information regarding the Acquired Entities or the Transactions not expressly set forth in this Agreement, and neither the Seller, nor any of its Affiliates, or any other Person will have or be subject to any liability to the Purchaser, any of its representatives or any other Person resulting from the distribution to the Purchaser or its representatives or the Purchaser’s use of any such information, including any document or information in any form provided to the Purchaser or its representatives in connection with the Transactions.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation4, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any of its Affiliates nor any other Person on behalf of the Company makes, any of them is making or has made, made any express or implied representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty warranties of any Person except for those expressly set forth in this Agreementkind or nature whatsoever, (y) no person has been authorized by including with respect to the Company, the Company subsidiaries Subsidiaries or their respective businesses or with respect to any other Person on behalf of the Company information provided, or Made Available, to make any representation Parent, Merger Sub or warranty relating to itself their respective Representatives or its business or otherwise Affiliates in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesthe Transactions, including the accuracy or completeness thereof and the Company hereby expressly disclaims any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not such other representations and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the The Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth for the representations and warranties made by Parent and Merger Sub in this AgreementAgreement (as qualified by the applicable items disclosed in the Parent Disclosure Letter), Purchaser none of Parent, Merger Sub shall acquire the Purchased Assets and the Assumed Liabilities without or any representation other Person is making or warrantyhas made any representations or warranties, express expressed or implied, as at law or in equity, with respect to merchantabilityor on behalf of Parent, satisfactory quality Merger Sub or fitness for any particular purposeof their Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent, Merger Sub or any of their Subsidiaries or any other matter furnished or provided to the Company or Made Available to the Company or its Representatives in any “as isdata rooms,” condition “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company is not relying upon and on a “where is” basisspecifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that Parent, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. (a) Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties contained expressly set forth in Article III or in any and the certificate delivered by the Company pursuant to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationSection 6.02(a), each of Parent and Purchaser Merger Sub acknowledges hereby agree and acknowledge that (xi) none of the Company, neither the Company subsidiaries or nor any of its Subsidiaries, nor any other Person on behalf of the Company makesPerson, has made or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreementis making, and Parent and Purchaser Merger Sub are not relying on on, any other express or implied representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, with respect to the Company subsidiaries or any other Person on behalf of the Company its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed made available to Parent, Purchaser Merger Sub or any of their Representativesrespective Representatives or Affiliates or any information developed by Parent, including Merger Sub or any materials of their respective Representatives or Affiliates based thereon and (ii) neither the Company nor any of its Subsidiaries, nor any other Person, will have or be subject to any liability to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives or Affiliates, or the use by Parent, Merger Sub or any of their respective Representatives or Affiliates, of any information made available to Parent and/or its Parent, Merger Sub or any of their respective Representatives or Affiliates, including in connection with presentations by any “data rooms” or management presentations, in anticipation or contemplation of any of the Company’s management, are not and shall not be deemed to be or include representations or warrantiesTransactions. Each of Parent and Purchaser Merger Sub acknowledges hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the conditionbusiness, operations operations, assets and business financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this AgreementTransactions, each of Parent Parent, Merger Sub and Purchaser Sub has their respective Affiliates and Representatives have relied solely on the results of its their own independent investigation and the terms of this Agreement and has have not relied, directly or indirectly, relied on any materials express or information made available to Parent and/or implied representations or warranties regarding the Company and its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as Subsidiaries other than those expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets Article III and the Assumed Liabilities without any representation or warranty, express or implied, as certificate delivered by the Company pursuant to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisSection 6.02(a).

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III 3, neither Seller nor any of its Affiliates or in any certificate delivered by the Company to Parent of their respective stockholders, trustees, members, fiduciaries or Purchaser Sub (and notwithstanding the delivery representatives, nor any other Person has made or disclosure to Parent is making any other representation or its Representatives warranty of any documentationkind or nature whatsoever, projectionsoral or written, estimatesexpress or implied, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of with respect to the Company, this Agreement, the Company subsidiaries Ancillary Agreements or the transactions contemplated hereby. Except for the representations and warranties contained in this Article 3, Seller disclaims, on behalf of itself and its Affiliates, (a) any other representations or warranties, whether made by Seller, any of its Affiliates or their respective stockholders, trustees, members, fiduciaries or representatives or any other Person and (b) all liability and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished. Neither Seller, any of its Affiliates, any of their respective stockholders, trustees, members, fiduciaries or representatives nor any other Person has made or is making any representations or warranties to Buyer or its Affiliates or any other Person regarding the probable success or profitability of the Company (whether before or after the Closing), including regarding the possibility or likelihood of any application, challenge, Proceeding or review, regulatory or otherwise, including any increase, decrease or plateau in the volume of product or service, or revenue derived therefrom, related to the Company’s business. Neither Seller, any of its Affiliates, any of their respective stockholders, trustees, members, fiduciaries or representatives nor any other Person will have or be subject to any liability or indemnification obligation to Buyer or its Affiliates or any other Person resulting from the delivery, dissemination or any other distribution to Buyer or its Affiliates or any other Person, or the use by Buyer or its Affiliates or any other Person, of any such information provided or made available to them by or on behalf of the Company makes, or has madeSeller, any representation of its Affiliates or warranty relating any of their respective stockholders, trustees, members, fiduciaries or representatives 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 itself Buyer or its business Affiliates or otherwise, any other Person in connection with this Agreement certain “data rooms,” confidential information memoranda or management presentations in anticipation or contemplation of the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained made by Parent in this Article III II or in any certificate delivered by pursuant to this Agreement, none of Parent, the Company other Sellers, the Business Companies or any other Person makes any other express or implied representation or warranty with respect to Parent Parent, the other Sellers, the Business Companies or Purchaser Sub their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Business Companies or the Business, notwithstanding the delivery or disclosure to Parent Buyer or any of its Representatives of any documentation, projections, estimates, budgets forecasts or other information)information with respect to any one or more of the foregoing. In particular, each and without limiting the generality of Parent and Purchaser Sub acknowledges that (x) the foregoing, none of the CompanyParent, the Company subsidiaries other Sellers, the Business Companies or any other Person on behalf of the Company makes, makes or has made, made any express or implied representation or warranty to Buyer or any of its Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospective information relating to itself the Business Companies or its business the Business or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise, ) or prospects or (b) except for the representations and warranties made by Parent in connection with this Agreement Article II or the transactions contemplated by in any certificate delivered pursuant to this Agreement, any oral or written information presented to Buyer or any of its Representatives in the course of their due diligence investigation of the Business Companies and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the CompanyBusiness, the Company subsidiaries negotiation of this Agreement and the other Transaction Documents or the course of the Transactions. None of Parent, the other Sellers, the Business Companies or any other Person on behalf will have or be subject to any liability or other obligation to Buyer or any of its Representatives or any other Person resulting from the consummation of the Company Transactions or Buyer’s use by any of its Representatives of any such information, including information, documents, projections, forecasts or other material made available to make Buyer or its Representatives in any “data rooms”, teaser, confidential information memorandum or management presentations in connection with the Transactions, unless any such information is expressly and specifically included in a representation or warranty relating contained in this Article II or in any certificate delivered pursuant to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly then only as expressly provided in this Agreement or indirectly, on any materials or information made available to such certificate. Parent and/or its Representatives by or on behalf and each of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets other Sellers and the Assumed Liabilities without Business Companies disclaim any representation or warrantyand all other representations and warranties, whether express or implied. Notwithstanding anything herein to the contrary, as to merchantabilitynothing in this Section 2.26 shall impact, satisfactory quality restrain, prohibit or fitness for limit any particular purpose, claim in “as is” condition and on a “where is” basisrespect of Fraud.

No Other Representations or Warranties. Except Purchaser acknowledges and agrees that (a) the Companies and Seller are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Companies in Article IV (as qualified by the Disclosure Schedules hereto), those expressly given by Seller in Article V (as qualified by the Disclosure Schedules hereto) and those expressly given by any Company or Seller, as applicable, in any of the Company Documents and Seller Documents, and (b) except for the representations and warranties contained in Article III or such provisions of this Agreement and in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, Documents and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the CompanySeller Documents, the Company subsidiaries or any other Person on behalf Assets and the business of the Company Latisys Companies are being transferred on a “where is” and, as to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreementcondition, and if made, such “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall not be relied upon based solely on the representations and warranties of the Companies set forth in Article IV (as qualified by Parent the Disclosure Schedules hereto), the representations and warranties of Seller set forth in Article V (as qualified by the Disclosure Schedules hereto) and the representations and warranties of the Companies or Seller, as applicable, in any of the Company Documents and Seller Documents. Purchaser Sub as having been authorized by such entityacknowledges and agrees that none of the Latisys Companies, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub nor Seller or any of their Representatives, including respective Affiliates nor any materials or information other Person has made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantabilitythe accuracy or completeness of any information regarding the Latisys Companies, satisfactory quality or fitness for the transactions contemplated by this Agreement not expressly set forth within this Agreement, any particular purposeCompany Document or any Seller Document, and Purchaser is not relying on anything other than the express provisions of this Agreement, the Company Documents and the Seller Documents in “as is” condition and entering into this Agreement. None of the Latisys Companies, nor Seller, any of their respective Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting solely from the distribution to Purchaser or its representatives of or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller or the Companies relating to the Latisys Companies or other publications, representations, warranties, forecasts, statements or information, including any information provided in a “where isdata room”, “management presentation”, “break-out session” basisor otherwise to Purchaser or its Affiliates or representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the Share Sale and the other transactions contemplated hereby. Purchaser acknowledges and agrees that the representations and warranties made by the Companies and Seller in this Agreement (as qualified by the Disclosure Schedules), the Company Documents and the Seller Documents supersede, replace and nullify in every respect all other information, whether written or oral, made available to Purchaser, its Affiliates or its representatives. No Person is asserting the truth of any representation or warranty set forth in this Agreement, any Company Document or any Seller Document; rather the parties have agreed that should any representations and warranties of any party prove untrue, the other party shall, subject to Article X of this Agreement, have the specific rights and remedies herein specified as the exclusive remedy therefor (except as provided under Section 10.7), but (except as provided under Section 10.7) that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort) are permitted to any party hereto as a result of the untruth of any such representation and warranty.

No Other Representations or Warranties. (a) Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties contained expressly set forth in Article III or in any and the certificate delivered by the Company pursuant to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationSection 6.02(a), each of Parent and Purchaser Merger Sub acknowledges hereby agree and acknowledge that (xi) none of the Company, neither the Company subsidiaries or nor any of its Subsidiaries, nor any other Person on behalf of the Company makesPerson, has made or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreementis making, and Parent and Purchaser Merger Sub are not relying on on, any other express or implied representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, with respect to the Company subsidiaries or any other Person on behalf of the Company its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed made available to Parent, Purchaser Merger Sub or any of their Representativesrespective Representatives or Affiliates or any information developed by Parent, including Merger Sub or any materials of their respective Representatives or Affiliates based thereon and (ii) neither the Company nor any of its Subsidiaries, nor any other Person, will have or be subject to any liability to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives or Affiliates, or the use by Parent, Merger Sub or any of their respective Representatives or Affiliates, of any information made available to Parent and/or its Parent, Merger Sub or any of their respective Representatives or Affiliates, including in connection with presentations by any “data rooms” or management presentations, in anticipation or contemplation of any of the Company’s management, are not and shall not be deemed to be or include representations or warrantiesTransactions. Each of Parent and Purchaser Merger Sub acknowledges hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the conditionbusiness, operations operations, assets and business financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this AgreementTransactions, each of Parent Parent, Merger Sub and Purchaser Sub has their respective Affiliates and Representatives have relied solely on the results of its their own independent investigation and the terms of this Agreement and has have not relied, directly or indirectly, relied on any materials express or information made available to Parent and/or its Representatives by implied representations or on behalf of warranties regarding the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as its Subsidiaries other than those expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets Article III and the Assumed Liabilities without any representation or warranty, express or implied, as certificate delivered by the Company pursuant to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisSection 6.02(a).

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article III IV or in any certificate delivered by hereunder, neither the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or nor any other Person on behalf of the Company makes, or has mademade (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims), any express or implied representation or warranty relating with respect to itself the Company or its business any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to the Acquiring Parties, Merger Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement, and Parent the Acquiring Parties and Purchaser Merger Sub and their respective Representatives and Affiliates are not relying on, and waive any claim based on reliance on, any representation representation, warranty or warranty other information of the Company, any of the Company’s Subsidiaries or any other Person except for those expressly set forth in this AgreementArticle IV or any certificate delivered hereunder. Except for the representations and warranties expressly set forth in this Article IV or any certificate delivered hereunder, none of the Company, any of the Company’s Subsidiaries or any other Person makes (yand the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) no person has been authorized by any express or implied representation or warranty (including as to completeness or accuracy) to the Acquiring Parties or Merger Sub with respect to, and none of the Company, the Company subsidiaries Company’s Subsidiaries or any other Person on behalf shall be subject to, any liability to the Acquiring Parties, Merger Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to the Acquiring Parties, Merger Sub or any of their Affiliates or their respective Representatives, or resulting from the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreementomission of, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesinformation, including any materials or information made available to Parent the Acquiring Parties and/or its their Representatives or Affiliates in connection with presentations by the Company’s management, are not management or information made available on any electronic data room for “Project Hercules II” and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation maintained by the Company for purposes of the condition, operations Merger and business of the Company and in making its determination to proceed with the other transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on including the results of its own independent investigation and electronic data room hosted by Datasite under the terms of this Agreement and has not reliedtitle Hercules II (collectively, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisVDR”).

No Other Representations or Warranties. Except for the representations and warranties contained set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIV, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries Subsidiaries or any other Person makes or has made any express or implied representation or warranty with respect to the Company or the Company Subsidiaries or with respect to any other information provided to Parent or Merger Sub in connection with the Merger or the other transactions contemplated hereby, and each of Parent and Merger Sub, on its own behalf and on behalf of their respective Affiliates and its and their respective Representatives, disclaims reliance on any representations or warranties or other information provided to them by the Company makes, or has made, any representation or warranty relating to itself or its business Subsidiaries or otherwise, in connection with this Agreement their respective Affiliates or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on Representatives or any representation or warranty of any other Person except for those the representations and warranties expressly set forth in this AgreementArticle IV. Without limiting the generality of the foregoing, each of Parent and Merger Sub, on its own behalf and on behalf of its Affiliates and its and their respective Affiliates and Representatives, acknowledges and agrees that none of the Company, the Company Subsidiaries or any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub (yincluding their respective Affiliates and Representatives), or Parent’s or Merger Sub’s (or such Affiliates’ or Representatives’) no person has been authorized use, of any such information, including with respect to (i) the Company or any Company Subsidiary or any of their respective businesses, assets, employees, permits, liabilities, operations, prospectus or condition (financial or otherwise) or (ii) any opinion, projection, forecast, statement, budget, estimate, advice or other similar information (including with respect to the future revenues, earnings, results or operations (or any component thereof), cash flows, financial condition (or any component thereof) or the future business and operations of the Company and the Company Subsidiaries, as well as any other business plan and cost-related plan information of the Company and/or the Company Subsidiaries) made, communicated or furnished (orally or in writing) or to be made, communicated or furnished (orally or in writing) to Parent, Merger Sub or any of their respective Affiliates or Representatives, in each case, whether made by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Subsidiaries or any of their Representativesrespective Affiliates, including Representatives or equity holders or any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisother Person.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III 9 or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationAncillary Implementing Agreement, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyneither GSK Parent, the Company subsidiaries other Transferors nor any of their respective Affiliates, representatives or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the CompanyGSK Parent, the Company subsidiaries or any other Person on behalf of Transferors, the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Conveyed Subsidiary or any of their Representativesrespective Subsidiaries or Affiliates (other than JVCo and its Subsidiaries), including the Transferring Assets, the Transferring Businesses, the Consumer Healthcare Business Liabilities or with respect to any materials other information provided, or information made available available, to Parent and/or JVCo or any of its Representatives Subsidiaries in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Companyhereby. Each of Parent and Purchaser Sub acknowledges and agrees that, except Except as expressly set forth in the warranties contained in this Article 9 or in any Ancillary Implementing Agreement, Purchaser Sub shall acquire the Purchased Assets neither GSK Parent nor any of its Affiliates (other than JVCo and the Assumed Liabilities without its Subsidiaries), representatives or any other Person has made any representation or warranty, express or implied, as to merchantabilitythe prospects of the Transferring Businesses or their respective profitability, satisfactory quality or fitness with respect to any forecasts, projections or business plans or other information delivered to JVCo or any of its Subsidiaries in connection with its review of the Transferring Assets, the Transferring Businesses and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Except to the extent expressly provided in this Agreement with respect to the warranties contained in this Article 9 or in any Ancillary Implementing Agreement, neither GSK Parent, the other Transferors nor any of their respective Affiliates (other than JVCo and its Subsidiaries), representatives or any other Person will have, or be subject to, any Liability or other obligation to JVCo or any of its Subsidiaries or any other Person resulting from the sale and purchase of the Transferring Assets or the Transferring Businesses to JVCo or JVCo’s use of, or the use by any of their Subsidiaries of, any information, including information, documents, projections, forecasts, business plans or other material made available to JVCo by, or on behalf of, GSK Parent, the other Transferors or any of their respective Affiliates or representatives. Each of GSK Parent and the other Transferors and their respective Affiliates (other than JVCo and its Subsidiaries) disclaims any and all representations and warranties, whether express or implied, except for the warranties contained in this Article 9 or in any particular purposeAncillary Implementing Agreement. Notwithstanding anything to the contrary contained in this Agreement, in “as is” condition neither GSK Parent, the other Transferors nor any of their respective Affiliates (other than JVCo and on a “where is” basisits Subsidiaries) makes any express or implied representation or warranty with respect to Excluded Assets, the GSK Business or the GSK Retained Liabilities.

No Other Representations or Warranties. Except for the representations and or warranties contained expressly set forth in Article III or in this Section 3.1, neither any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or Party nor any other Person on behalf of any Company Party has made, and each of the Parent Parties specifically disclaims that it is relying or has relied upon, any representation or warranty, expressed or implied, with respect to the Company makesor the Subsidiaries of the Company, their businesses, operations, assets, liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or the Subsidiaries of the Company. In particular, without limiting the foregoing disclaimer, neither any Company Party nor any other Person makes or has made, and each of the Parent Parties specifically disclaims that it is relying or has relied upon, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the CompanyParent, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Merger Sub or any of their Representativesrespective Affiliates or Representatives with respect to, including except for the representations and warranties made by the Company Parties in this Section 3.1, any materials oral or written information made available presented to Parent and/or its the Parent, the Merger Sub or any of their respective Affiliates or Representatives in connection with presentations by the course of their due diligence of the Company’s management, are not the negotiation of this Agreement and shall not be deemed the Ancillary Agreements to be which it is a party or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation in the course of the conditiontransactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, operations and business each of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub Company Operating Partnership acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire that none of the Purchased Assets and Parent Parties or any other Person has made or is making any representations or warranties relating to the Assumed Liabilities without any representation or warrantyParent Parties whatsoever, express or implied, beyond those expressly given by the Parent Parties in Section 3.2, including any implied representation or warranty as to merchantability, satisfactory quality the accuracy or fitness for completeness of any particular purpose, in “as is” condition and on a “where is” basisinformation regarding the Parent Parties furnished or made available to the Company Parties or any of their Representatives.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub Buyer acknowledges that it has conducted, conducted to its satisfaction, its own satisfaction an independent investigation and verification of the conditionSold Assets and Assumed Liabilities and, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub such Buyer has relied solely on (a) the results of its own independent investigation and verification and (b) the terms representations and warranties of this Agreement Ferro expressly and specifically set forth in Article V, as modified by the Schedules attached hereto, and has not reliedrelied on anything else. The representations and warranties of Ferro in Article V, directly as modified by the Schedules, constitute the sole and exclusive representations and warranties of Ferro to Buyers in connection with the transactions contemplated hereby. Each Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or indirectlynature expressed or implied (including as to the accuracy or completeness of any of the information provided to Buyers in the due diligence process, or any information relating to the future or historical financial condition, results of operations, quality, quantity or condition of the Sold Assets or relating to any other information provided to Buyers) are specifically disclaimed by Sellers, and Buyers and their respective Affiliates, and their respective officers, directors, partners, members, employees, agents, representatives, successors and permitted assigns have not and will not rely on any materials such information, or other representations and warranties and such information and such other representations and warranties will not (except as otherwise expressly represented and warranted to in Article V of this Agreement) form the basis of any claim against Sellers of any of their respective Affiliates or representatives with respect thereto or with respect to any related matter. Neither of the Sellers nor any other Person will have or be subject to any liability to Buyers or any other Person resulting from the distribution to Buyers, or Buyers’ use of any such information, including any information, documents, projections, forecasts or other material made available to Parent and/or its Representatives Buyers or their representatives through the Data Room, offering memoranda or management presentations or otherwise in expectation of the transactions contemplated by this Agreement. NEITHER SELLER MAKES OR PROVIDES, AND EACH BUYER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE SOLD ASSETS OR ANY PART THEREOF, IN EACH CASE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. With respect to any projection or forecast delivered by or on behalf of Sellers to Buyers, each Buyer acknowledges that (w) there are uncertainties inherent in attempting to make such projections and other forecasts and plans, and that such Buyer is taking full responsibility for making its own evaluation of the Company. Each adequacy and accuracy of Parent all estimates, projections and Purchaser Sub acknowledges other forecasts and agrees thatplans so furnished to it, except as expressly set forth in this Agreementincluding the reasonableness of the assumptions underlying such estimates, Purchaser Sub shall acquire projections and forecasts, (x) the Purchased Assets accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the Assumed Liabilities without date of such projections and forecasts, (y) it is familiar with each of the foregoing and (z) neither Seller is making any representation or warrantywarranty with respect to such projections or forecasts, express including the reasonableness of the assumptions underlying such projections or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisforecasts.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III or IV and the corresponding representations and warranties set forth in any Parent’s officers’ certificate to be delivered by the Company pursuant to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationSection 6.3(c), each of Parent and Purchaser Sub Company Party acknowledges that (x) none of the Company, the Company subsidiaries or no Parent Party nor any other Person on behalf of the Company makes, a Parent Party makes any other express or has made, any implied representation or warranty relating with respect to itself Parent or any of its business Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise, ) with respect to any other information provided to the Company Parties in connection with this Agreement or the transactions contemplated by this AgreementTransactions, and the Parent and Purchaser Sub are not relying on Parties hereby disclaim any representation such other representations or warranty of any Person except for those expressly set forth in this Agreementwarranties. In particular, (y) without limiting the foregoing disclaimer, no person has been authorized by the Company, the Company subsidiaries or Parent Party nor any other Person on behalf of the Company to make any representation Parent makes or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information has made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, except for the representations and warranties made by the Parent Parties in this Article IV and the corresponding representations and warranties set forth in Parent’s officers’ certificate to be delivered pursuant to Section 6.3(c), to any Company Party or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to any Parent Party or any of its Subsidiaries or its businesses; or (ii) any oral or written information presented to any Company Party or its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions. No Parent Party nor any other Person will have or be subject to any liability to any Company Party or any other Person resulting from the distribution to any Company Party, or any Company Party’s use of, any such information, including any information, documents, projections, forecasts or other material made available to the Company Parties in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions. Notwithstanding the foregoing, nothing in this Section 4.32 shall limit any Company Party’s remedies with respect to claims of Fraud arising from or relating to the express or implied, as written representations and warranties made by the Parent Parties in this Article IV and the corresponding representations and warranties set forth in Parent’s officers’ certificate to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisbe delivered pursuant to Section 6.3(c).

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation5, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Merger Sub or any of its Affiliates nor any other Person on behalf of the Company makes, any of them makes or has made, made any express or implied representation or warranty relating with respect to itself Parent, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company, its business Subsidiaries or otherwise, their respective Representatives or Affiliates in connection with this Agreement the Transactions, including the accuracy or the transactions contemplated by this Agreement, and completeness thereof. Parent and Purchaser Merger Sub are not relying on any representation or warranty of any Person acknowledge and agree that, except for those expressly set forth in this Agreement, (y) no person has been authorized the representations and warranties made by the Company, Company in Article 4 (as qualified by the applicable items disclosed in the Company subsidiaries or Disclosure Schedules), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect with respect to or on behalf of the Company to make or any representation or warranty relating to itself or of its business or otherwise in connection with this AgreementSubsidiaries, and if madetheir businesses, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entityoperations, and (z) any estimateassets, projection, prediction, dataliabilities, financial informationcondition, memorandumresults of operations, presentation future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of its Subsidiaries or any other materials matter furnished or information provided to Parent or addressed Merger Sub or made available to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with presentations by with, this Agreement or the Company’s management, Transactions. Parent and Merger Sub are not relying and shall not be deemed to be specifically disclaim that they are relying upon or include have relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its have conducted their own independent investigation of the condition, operations Company and business of its Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding the Company and in making its determination to proceed Subsidiaries’ businesses with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf management of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIV, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyneither Seller Parent, the Company subsidiaries other Sellers nor any of their respective Affiliates makes any express or any other Person on behalf of the Company makes, or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the CompanySeller Parent, the Company subsidiaries or any other Person on behalf of Sellers, the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Conveyed Subsidiaries or any of their Representativesrespective Subsidiaries or Affiliates, including the Purchased Assets, the Business or with respect to any materials other information provided, or information made available available, to Parent and/or Purchaser or any of its Affiliates or Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of hereby. Neither Seller Parent and Purchaser Sub has relied solely on the results nor any of its own independent investigation and the terms of this Agreement and Affiliates has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantabilitythe prospects of the Business or its profitability for Purchaser, satisfactory quality or fitness with respect to any forecasts, projections or business plans prepared by or on behalf of the Sellers and delivered to Purchaser in connection with Purchaser’s review of the Business and the negotiation and execution of this Agreement. Neither Seller Parent, the other Sellers nor any other Person will have, or be subject to, any liability or other obligation to Purchaser, its Affiliates or Representatives or any other Person resulting from Purchaser’s use of, or the use by any of its Affiliates or Representatives of any information, including information, documents, projections, forecasts or other material made available to Purchaser, its Affiliates or any of their respective Representatives in a virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller Parent or its Affiliates, or any of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or warranty contained in this Article IV. Each of Seller Parent and the other Sellers and their respective Affiliates disclaims any and all other representations and warranties, whether express or implied. Notwithstanding anything to the contrary contained in this Agreement, neither Seller Parent, the other Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to Excluded Assets, Retained Businesses or Retained Liabilities. None of the foregoing in this Section 4.24 shall in any event be deemed to relieve any Party from Liability for any particular purpose, in “as is” condition and on a “where is” basisfraud.

No Other Representations or Warranties. Except for the express written representations and warranties contained made by Purchaser and Parent in Article III or this Agreement and in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets instrument or other information)document delivered pursuant to this Agreement, each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyPurchaser, the Company subsidiaries Parent or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself Purchaser, Parent or its business any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise, ) or prospects in connection with this Agreement or the transactions contemplated by this Agreement, and Purchaser and Parent expressly disclaims any such other representations or warranties and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, acknowledges and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges agrees that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own and its Subsidiaries’ and its and their respective Representatives’ independent investigation investigations, and none of the terms Company or any of this Agreement its Subsidiaries or any of its or their respective Representatives has relied on and has not relied, directly or indirectly, none are relying on any materials representations or information made available to warranties regarding Purchaser and Parent and/or or any of their respective Subsidiaries or any of its Representatives by or on behalf of their respective Representatives, other than the Company. Each of Parent express written representations and Purchaser Sub acknowledges and agrees that, except as warranties expressly set forth in this Agreement and in any instrument or other document delivered pursuant to this Agreement; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Schedule B21, nothing in this Schedule B21 shall limit the Company’s remedies with respect to claims of fraud in connection with, arising out of or otherwise related to the express written representations and warranties made by Purchaser or Parent in this Agreement and in any instrument or other document delivered pursuant to this Agreement or any Intentional Breach of any representation, warranty, covenant or agreement in this Agreement. EXHIBIT A FORM OF APPROVAL RESOLUTION (attached) EXHIBIT A FORM OF APPROVAL RESOLUTION BE IT RESOLVED as an ordinary resolution that: 1. The issuance by Cronos Group Inc. (the “Company”) to Altria Summit LLC (“Purchaser”) in a private placement transaction (the “Investment”) of (i) 146,220,892 common shares (“Common Shares”) in the capital of the Company (subject to adjustment in accordance with the terms of the Subscription Agreement (as defined below)) and (ii) one warrant (the “Warrant”) of the Company entitling the holder thereof, upon the valid exercise thereof, to acquire, accept and receive from the Company an aggregate of 72,207,848 Common Shares (subject to adjustment in accordance with the terms of the Subscription Agreement and to the terms and conditions of the warrant certificate (the “Warrant Certificate”) representing and evidencing the Warrant, including those relating to the adjustment of the number of Common Shares issuable upon the exercise of the Warrant), in each case subject to the terms and conditions of the subscription agreement, dated as of December 7, 2018, entered into by and among the Company, Purchaser and Altria Group, Inc. (“Parent”), as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms therein (the “Subscription Agreement”), which Investment could “materially affect control” (as defined in the Toronto Stock Exchange Company Manual, as amended) of the Company, and the performance by the Company of its obligations under the Subscription Agreement and the Warrant Certificate, all as more particularly described in the management information circular of the Company dated [•], [2018] (the “Company Circular”) filed in connection with special meeting of shareholders of the Company expected to be held on [•] [•], 2019 (the “Company Meeting”), as it may be amended, modified or supplemented from time to time in accordance with the Subscription Agreement, Purchaser Sub shall acquire the Purchased Assets is hereby authorized and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisapproved.

No Other Representations or Warranties. Parent has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Oceanbulk Companies, which investigation, review and analysis was done by Parent and its Subsidiaries and representatives. In entering into this Agreement, Parent acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any representations or opinions (whether written or oral) of the Sellers, the Oceanbulk Companies or their respective Affiliates (except the specific representations made in Articles IV and V). Except for the representations and warranties contained in Article III or IV, Article V and in any the certificate delivered by the Company Sellers’ Representative pursuant to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationSection 10.3(f), each of Parent and Purchaser Sub acknowledges that (xa) none of the CompanySellers, the Company subsidiaries Oceanbulk Companies or any other Person on behalf of the Company makes, Sellers or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or Oceanbulk Companies makes any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as written or oral, at law or in equity, with respect to merchantabilitythe Sellers, satisfactory quality the Oceanbulk Companies, or the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects thereof, including with respect to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Oceanbulk Companies or the business thereof by Parent after the Effective Time in any manner other than as used and operated by the Oceanbulk Companies or (iii) the probable success or profitability of the Oceanbulk Companies or the business thereof after the Effective Time and (b) except in the case of fraud, none of the Sellers, the Oceanbulk Companies or any other Person will have or be subject to any liability or indemnification obligation to Parent or any other Person resulting from the distribution to Parent or any other Person, or their use of, any information provided in connection with the Transactions, including any information, documents, projections, forecasts or other material made available to them in certain “as isdata rooms” condition and on a “where is” basisor management presentations or in any other form in expectation of, or in connection with, the Transactions.

No Other Representations or Warranties. Buyer acknowledges that the detailed representations and warranties set forth in this Agreement have been negotiated at arm’s length among sophisticated business entities. Except for the representations and warranties contained set forth in Article III Section 3.1, Buyer acknowledges that none of Parent, Performance Packaging or in any certificate delivered by the Company to Parent of their respective Affiliates or Purchaser Sub (and notwithstanding the delivery any person or disclosure to Parent or its Representatives entity acting on behalf of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyforegoing, including Mesirow Financial, Inc., makes or has made any other express or any implied representation or warranty to Buyer as to the accuracy or completeness of any information regarding Parent, Performance Packaging, the Company subsidiaries Business or any other Person on behalf of the Company makes, or has made, any representation or warranty matter relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any . Except to the extent set forth in a representation or warranty set forth in Section 3.1, Buyer further agrees that neither Parent nor any other person or entity shall have or be subject to any liability to Buyer or any other person or entity resulting from the distribution to Buyer, or Buyer’s use, of any Person such information, including any information, document or material made available or provided to Buyer in certain “data rooms,” management presentations, offering or information memoranda or any other form in expectation of the transactions contemplated hereby. Buyer acknowledges that the burden to conduct an investigation of Parent, Performance Packaging and the Business lies solely with Buyer and that Buyer bears the risk that any information, document or material made available or provided to Buyer in the course of its investigation is inaccurate or incomplete, except for those to the extent otherwise expressly set forth in this Agreement. Except with respect to the representations and warranties set forth in Section 3.1, Buyer is acquiring the assets of Performance Packaging that are being transferred to Buyer upon the acquisition by Buyer of the Performance Packaging Stock, AS IS, WHERE IS. PARENT DISCLAIMS ALL OTHER EXPRESS AND ALL IMPLIED WARRANTIES RELATING THERETO, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The foregoing shall not (ya) no person constitute a disclaimer as to any representations and warranties set forth in the Transition Services Agreement or the Escrow Agreement or (b) limit or otherwise affect either Party’s rights with respect to any representations and warranties set forth in the Transition Services Agreement or the Escrow Agreement. References herein to representations and warranties set forth in Section 3.1 refer to such representations and warranties made either upon execution of this Agreement or at Closing, as applicable given the context. Without limitation, in connection with Buyer’s investigation of Performance Packaging and the Business, Buyer has been authorized by the Company, the Company subsidiaries received from or any other Person on behalf of Parent or its Affiliates certain estimates, projections and other forecasts and plans, including projected statements of operating revenues and income from operations of the Company Business for the fiscal years 2010, 2011, 2012, 2013 and 2014 and certain business plan information for such fiscal years. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against Parent, any Affiliate of Parent or any person or entity acting on behalf of Parent or any Affiliate of Parent with respect thereto, except to the extent any such estimate, projection or other forecast or plan is expressly the subject of a warranty set forth in Section 3.1. None of Parent, any Affiliate of Parent or any person or entity acting on behalf of Parent or any Affiliate of Parent makes any representation or warranty relating with respect to itself or its business or otherwise in connection with this Agreementsuch estimates, projections and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, other forecasts and plans (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation reasonableness of the condition, operations and business assumptions or the accuracy of the Company information underlying such estimates, projections and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatforecasts), except as to the extent expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisSection 3.1.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III 4 or in any other agreement or certificate delivered by in connection with the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationTransactions, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any of its Affiliates nor any other Person on behalf of the Company makes, any of them is making or has made, made any express or implied representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty warranties of any Person except for those expressly set forth in this Agreementkind or nature whatsoever, (y) no person has been authorized by including with respect to the Company, the Company subsidiaries Subsidiaries or their respective businesses or with respect to any other Person on behalf of the Company to make any representation information provided, or warranty relating to itself or its business or otherwise in connection with this AgreementMade Available, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its respective Representatives in connection with presentations by the Company’s managementTransactions, are not including the accuracy or completeness thereof and shall not be deemed to be or include the Company hereby expressly disclaims any such other representations or and warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the The Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except for the representations and warranties made by Parent and Merger Sub in Article 5 (as expressly set forth qualified by the applicable items disclosed in this Agreementthe Parent Disclosure Letter) or in any other agreement or certificate delivered in connection with the Transactions, Purchaser none of Parent, Merger Sub shall acquire the Purchased Assets and the Assumed Liabilities without or any representation other Person is making or warrantyhas made any representations or warranties, express expressed or implied, as at law or in equity, with respect to merchantabilityor on behalf of Parent, satisfactory quality Merger Sub or fitness for any particular purposeof their Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent, Merger Sub or any of their Subsidiaries or any other matter furnished or provided to the Company or Made Available to the Company or its Representatives in any “as isdata rooms,” condition “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. The Company is not relying upon and on a “where is” basisspecifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that Parent, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation5, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyTempranillo, the Company subsidiaries Merger Sub or any of their Affiliates nor any other Person on behalf of the Company makesany of them is making or has made any express or implied representation or warranties of any kind or nature whatsoever, including with respect to Tempranillo, its Subsidiaries or their respective businesses or with respect to any other information provided, or has madeMade Available, any representation or warranty relating to itself Lafite or its business Subsidiaries or otherwise, any of their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof, and Tempranillo and Merger Sub hereby expressly disclaim any such other representations and warranties. Tempranillo and Merger Sub acknowledge and agree that, except for the representations and warranties made by Lafite in this Agreement (as qualified by the applicable items disclosed in the Lafite Disclosure Letter), neither Lafite nor any of its Representatives, Affiliates and equityholders (collectively, “Lafite Related Parties”) is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of Lafite or any of its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Lafite or any of its Subsidiaries or any other matter furnished or provided to Tempranillo or Merger Sub or Made Available to Tempranillo, Merger Sub or their Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the transactions contemplated by this Agreement, Transactions. Tempranillo and Parent and Purchaser Merger Sub are not relying on upon and specifically disclaim that they are relying upon or have relied upon any representation such other representations or warranty of warranties that may have been made by any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this AgreementPerson, and if made, acknowledge and agree that Lafite and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, other representations and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent Tempranillo and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its have conducted their own independent investigation of Lafite and its Subsidiaries and the condition, operations Transactions and business of the Company have had an opportunity to discuss and in making ask questions regarding Lafite’s and its determination to proceed Subsidiaries’ businesses with the transactions contemplated by this Agreement, each management of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisLafite.

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III or and the corresponding representations and warranties set forth in any the Company’s officers’ certificate to be delivered by the Company pursuant to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationSection 6.2(c), each of Parent and Purchaser Sub Party acknowledges that no Company Party nor any other Person on behalf of a Company Party makes any other express or implied representation or warranty with respect to the Company Parties or any of their Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (xfinancial or otherwise) none with respect to any other information provided to any of the CompanyParent Parties in connection with this Agreement or the Transactions, and the Company subsidiaries Parties hereby disclaim any such other representations or warranties. In particular, without limiting the foregoing disclaimer, no Company Party nor any other Person on behalf of the Company makes, makes or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, except for the representations and warranties made by the Company Parties in this Article III and the corresponding representations and warranties set forth in the Company’s officers’ certificate to be delivered pursuant to Section 6.2(c), to any Parent Party or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to any Company Party or its respective Subsidiaries or its businesses; or (ii) any oral or written information presented to any Parent Party or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions. No Company Party nor any other Person will have or be subject to any liability to any Parent Party or any other Person resulting from the distribution to any Parent Party, or any Parent Party’s use of, any such information, including any information, documents, projections, forecasts or other material made available to the Parent Parties in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions. Notwithstanding the foregoing, nothing in this Section 3.30 shall limit any Parent Party’s remedies with respect to claims of Fraud arising from or relating to the express or implied, as written representations and warranties made by the Company Parties in this Article III and the corresponding representations and warranties set forth in the Company’s officers’ certificate to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisbe delivered pursuant to Section 6.2(c).

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered 3 (as qualified by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationDisclosure Letter), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries any of its affiliates or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating (and each of Parent and Merger Sub, on its own behalf and on behalf of Parent’s Representatives, acknowledges and agrees that it has not relied, and disclaims reliance, on any such representation or warranty) with respect to itself the Company, the Company Subsidiaries or its business their respective businesses or otherwisewith respect to any other information provided, or made available, to Parent, Merger Sub or the Parent Representatives or affiliates or any other Person in connection with this Agreement the transactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or the Parent Representatives or affiliates or any other Person (and each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any other Person will have or be subject to any such liability or obligation) resulting from Parent’s, Merger Sub’s or the Parent Representatives’ or affiliates’ use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or the Parent Representatives or affiliates, including any information made available in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation teasers, marketing materials, consulting reports or warranty of any Person except for those expressly set forth in this Agreementmaterials, (y) no person has been authorized by the Companyconfidential information memoranda, the Company subsidiaries or any other Person management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or the Company to make Parent Representatives or in any representation or warranty relating to itself or its business or otherwise other form in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent unless and Purchaser Sub has relied solely on to the results of its own independent investigation and the terms of this Agreement and has not relied, directly extent any such information is expressly included in a representation or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth warranty contained in this Agreement, Purchaser Sub shall acquire Article 3 (as qualified by the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisCompany Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III IV or in any certificate delivered by the Company to Parent or Purchaser and Merger Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), and each of Parent and Purchaser Merger Sub acknowledges that (xa) none of the Company, the Company subsidiaries Subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, otherwise in connection with this Agreement Agreement, the Merger or the transactions contemplated by this Agreementother Transactions, and Parent and Purchaser Merger Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (yb) no person has been authorized by the Company, the Company subsidiaries Subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this AgreementAgreement and Merger, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Merger Sub as having been authorized by such entity, and (zc) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this AgreementTransactions, including the Merger, each of Parent and Purchaser Merger Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, relied directly or indirectly, indirectly on any materials or information made available to Parent and/or or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except Parent and Merger Sub acknowledge and agree that except for the representations and warranties contained in Article III or in III, any certificate delivered by pursuant to Article VI or any letter of transmittal related to the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationShares, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries any of its Subsidiaries, or any other Person on behalf stockholder or Representative of the Company makes, or any of its Subsidiaries makes or has made, made any representation or warranty relating to itself warranty, either express or implied, concerning the Company or its business Subsidiaries or otherwise, in connection with this Agreement any of their respective assets or properties or the transactions contemplated by this Agreement. To the fullest extent permitted by applicable Law, except with respect to the representations and Parent and Purchaser Sub are not relying on warranties contained in Article III, any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries certificate delivered pursuant to Article VI or any other Person on behalf letter of transmittal related to the Shares, none of the Company to make any representation or warranty relating to itself or its business Affiliates, Subsidiaries, stockholders or otherwise in connection with this Agreement, and if made, such representation or warranty Representatives shall not be relied upon by have any liability to Parent or Purchaser Merger Sub as having been authorized by such entityor their respective Affiliates, and Subsidiaries, stockholders or Representatives on any basis (zincluding in contract or tort, under federal or state securities laws or otherwise) based upon any estimate, projection, prediction, data, financial information, memorandum, presentation information or statements (or any other materials or information omissions therefrom) provided or addressed made available by the Company or its Affiliates, Subsidiaries, stockholders or Representatives to Parent, Purchaser Parent or Merger Sub or any of their Representativesrespective Affiliates, including any materials Subsidiaries, stockholders or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not Merger and shall not be deemed to be or include representations or warrantiesthe other transactions contemplated hereby. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Merger Sub acknowledges and agrees that, except as expressly set forth in this Agreementof the date hereof and to its knowledge, Purchaser it has been furnished with, or given adequate access to, all information and materials relating to the Company and its Subsidiaries that it has requested and Representatives of the Company have answered all inquiries that Parent or Merger Sub shall acquire has made of them concerning the Purchased Assets Company and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisits Subsidiaries.

No Other Representations or Warranties. Except (a) Buyer acknowledges that, except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationV, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or neither Sellers nor any other Person on behalf of the Company makes, Sellers makes any express or has made, any implied representation or warranty relating with respect to itself Sellers (including representations and warranties as to the condition of the Acquired Assets) or its business with respect to any information provided by or otherwise, in connection with this Agreement on behalf of Sellers to Buyer. Neither Sellers nor any other Person will have or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on be subject to any representation liability or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries indemnification obligation to Buyer or any other Person on behalf resulting from the distribution to Buyer, or use by Buyer, of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials information, documents, projections, forecasts or information other material made available to Parent and/or its Representatives Buyer in any “data rooms,” “data sites,” responses to inquiries, confidential information memoranda or management presentations in expectation of or in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this AgreementAgreement or any other Transaction Document. Any documents, each of Parent title information, assessments, surveys, plans, specifications, reports and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not reliedstudies, directly or indirectly, on any materials or other information made available to Parent and/or Buyer by Sellers or their Representatives, including any other material made available to Buyer in any “data rooms,” “data sites,” responses to inquiries, confidential information memoranda or management presentations (collectively, “Review Documents”) are provided as information only. Buyer shall not rely upon Sellers’ provision of any Review Document(s) in lieu of conducting its Representatives own due diligence. Except for the specific representations and warranties contained in this Article V (in each case as modified by the Disclosure Schedules hereto), Sellers have not made, do not make, and have not authorized anyone else to make any representation as to: (i) the accuracy, reliability or on behalf completeness of any of the Company. Each Review Documents; (ii) the operating condition of Parent and Purchaser Sub acknowledges and agrees thatthe Acquired Assets; (iii) the environmental conditions of the Real Property INCLUDING, except as expressly set forth in this AgreementWITHOUT LIMITATION, Purchaser Sub shall acquire THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES; (iv) the Purchased Assets and enforceability of, or Buyer’s ability to obtain the Assumed Liabilities without benefits of, any representation agreement of record affecting the Acquired Assets, (v) the transferability or warranty, express assignability of any Contract or implied, as Permit or (vi) any other matter or thing affecting or relating to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisthe Acquired Assets.

No Other Representations or Warranties. Except for the representations and warranties contained made by Parent in this Article III IV (as qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with the introduction to this Article IV), neither Parent nor any other Person (including any Merger Sub) makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makesform in expectation of, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with with, this Agreement or the transactions contemplated by this Agreement, and hereby. Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, its Subsidiaries (yincluding each Merger Sub) no person has been authorized by the Company, the Company subsidiaries or disclaim any other Person on behalf of the Company to make any representation representations or warranty relating to itself or its business or otherwise in connection with this Agreementwarranties, and if made, such representation or warranty shall not be relied upon whether made by Parent or Purchaser Sub as having been authorized by such entity, and any of its Subsidiaries (zincluding any Merger Sub) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their respective Affiliates or Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent Parent, Merger Sub and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub II acknowledges and agrees that, except for the representations and warranties made by the Company in Article III (as expressly set forth qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with the introduction to Article III), neither the Company nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company or its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, Purchaser or the transactions contemplated hereby or thereby. Each of Parent, Merger Sub shall acquire and Merger Sub II specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Purchased Assets Company and the Assumed Liabilities without its Affiliates have specifically disclaimed and do hereby specifically disclaim any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition such other representations and on a “where is” basiswarranties.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article III IV or in any certificate delivered by hereunder, neither the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or nor any other Person on behalf of the Company makes, or has mademade (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims), any express or implied representation or warranty relating with respect to itself the Company or its business any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Acquisition Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement, and Parent and Purchaser Acquisition Sub and their respective Representatives and Affiliates are not relying on, and waive any claim based on reliance on, any representation representation, warranty or warranty other information of the Company, any of the Company’s Subsidiaries or any other Person except for those expressly set forth in this AgreementArticle IV or in any certificate delivered hereunder. Except for the representations and warranties expressly set forth in this Article IV or in any certificate delivered hereunder, none of the Company, any of the Company’s Subsidiaries or any other Person makes (yand the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) no person has been authorized by any express or implied representation or warranty (including as to completeness or accuracy) to Parent or Acquisition Sub with respect to, and none of the Company, the Company subsidiaries Company’s Subsidiaries or any other Person on behalf shall be subject to, any liability to Parent, Acquisition Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to Parent, Acquisition Sub or any of their Affiliates or their respective Representatives, or resulting from the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreementomission of, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesinformation, including any materials or information made available to Parent and/or its Representatives or Affiliates in connection with presentations by the Company’s management, are not management or information made available on any electronic data room for “Project Heisman” and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation maintained by the Company for purposes of the conditionMerger, operations the Offer and business of the Company and in making its determination to proceed with the other transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on including the results of its own independent investigation and electronic data room hosted by Datasite under the terms of this Agreement and has not reliedtitle Project Heisman (collectively, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisVDR”).

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III IV or in the other Transaction Documents (or any certificate certificates delivered by Seller Parent, Seller or any of the Company Other Sellers to Parent or Purchaser Sub (and notwithstanding at the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationClosing), each of Parent Purchaser acknowledges and Purchaser Sub acknowledges agrees that (x) none of the CompanyOther Sellers, Seller, any Subsidiaries or Affiliates of the Other Sellers or Seller nor any other Person makes any other express, implied or statutory representation or warranty with respect to the Purchased Subsidiary Interests, the Company subsidiaries Business, the Purchased Assets, Purchased Seller Subsidiaries, the Assumed Liabilities or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non-infringement, including as to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets and Purchased Seller Subsidiaries, and the operation of the Business by Purchaser after the Closing in any manner other than as used and operated by the Other Sellers, Seller or the Purchased Seller Subsidiaries, or (c) the probable success or profitability of the ownership, use or operation of the Business by Purchaser after the Closing. Except for the representations and warranties contained in this Article IV or in the other Transaction Documents, all Purchased Assets are conveyed on an “AS IS” and “WHERE IS” basis. Except for the representations and warranties contained in this Article IV or in the other Transaction Documents (or any certificates delivered by Seller Parent, Seller or any of the Other Sellers to Purchaser at the Closing), and the indemnification obligations set forth in Article IX hereof, the Other Sellers, Seller or any other Person on behalf of will not have or be subject to any liability or indemnification obligation to Purchaser or any other Person for any information provided to the Company makes, Purchaser or has made, any representation or warranty its representatives relating to itself the Business or its business or otherwise, otherwise in connection with this Agreement or expectation of the transactions contemplated by this AgreementAgreement and any information, document, or material made available to Purchaser or its counsel or other representatives in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise) or management presentations. The representations, warranties, covenants and obligations of Purchaser, and Parent the rights and remedies that may be exercised by Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon limited or otherwise affected by Parent or Purchaser Sub as having been authorized by such entitya result of any information furnished to, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials investigation made by or information provided or addressed to Parentknowledge of, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisrepresentatives.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in 4, neither Lafite nor any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or of its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or Affiliates nor any other Person on behalf of the Company makesany of them is making or has made any express or implied representation or warranties of any kind or nature whatsoever, including with respect to Lafite or its Subsidiaries or their respective businesses or with respect to any other information provided, or has madeMade Available, any representation or warranty relating to itself Tempranillo or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, Subsidiaries (yincluding Merger Sub) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials respective Representatives or information made available to Parent and/or its Representatives Affiliates in connection with presentations by the Company’s managementTransactions, are not including the accuracy or completeness thereof, and shall not be deemed to be or include Lafite hereby expressly disclaims any such other representations or and warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub Lafite acknowledges and agrees that, except as expressly set forth for the representations and warranties made by Tempranillo and Merger Sub in this AgreementAgreement (as qualified by the applicable items disclosed in the Tempranillo Disclosure Letter), Purchaser none of Tempranillo, Merger Sub shall acquire the Purchased Assets or any of its Representatives, Affiliates and the Assumed Liabilities without equityholders is making or has made any representation representations or warrantywarranties, express expressed or implied, as at law or in equity, with respect to merchantabilityor on behalf of Tempranillo or any of its Subsidiaries (including Merger Sub), satisfactory quality their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or fitness for financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any particular purposeinformation regarding Tempranillo or any of its Subsidiaries (including Merger Sub) or any other matter furnished or provided to Lafite or Made Available to Lafite or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in “as is” condition connection with, this Agreement or the Transactions. Lafite is not relying upon and on a “where is” basisspecifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that Tempranillo, Merger Sub and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Lafite has conducted its own independent investigation of Tempranillo and its Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding Tempranillo’s and its Subsidiaries’ businesses with the management of Tempranillo.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III IV or in any certificate delivered by the Company to Parent or other Transaction Documents, Purchaser Sub (acknowledges and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges agrees that (x) none of the CompanyOther Sellers, Seller, any Subsidiaries or Affiliates of the Other Sellers or Seller nor any other Person makes any other express, implied or statutory representation or warranty with respect to the Purchased Subsidiary Interests, the Company subsidiaries Business, the Purchased Assets, Purchased Seller Subsidiaries, the Assumed Liabilities or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non-infringement, including as to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets and Purchased Seller Subsidiaries, and the operation of the Business by Purchaser after the Closing in any manner other than as used and operated by the Other Sellers, Seller or the Purchased Seller Subsidiaries, or (c) the probable success or profitability of the ownership, use or operation of the Business by Purchaser after the Closing. Except for the representations and warranties contained in this Article IV or in the other Transaction Documents, all Purchased Assets are conveyed on an “AS IS” and “WHERE IS” basis. Except for the representations and warranties contained in this Article IV or in the other Transaction Document and the indemnification obligations set forth in Article IX hereof, the Other Sellers, Seller or any other Person on behalf of will not have or be subject to any liability or indemnification obligation to Purchaser or any other Person for any information provided to the Company makes, Purchaser or has made, any representation or warranty its representatives relating to itself the Business or its business or otherwise, otherwise in connection with this Agreement or expectation of the transactions contemplated by this AgreementAgreement and any information, document, or material made available to Purchaser or its counsel or other representatives in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise) or management presentations. The representations, warranties, covenants and obligations of Purchaser, and Parent the rights and remedies that may be exercised by Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon limited or otherwise affected by Parent or Purchaser Sub as having been authorized by such entitya result of any information furnished to, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials investigation made by or information provided or addressed to Parentknowledge of, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisrepresentatives.

No Other Representations or Warranties. Except for the representations and warranties contained of Seller expressly set forth in Article III this Agreement (as modified by the Disclosure Schedules), or any representations and warranties of Seller, Parent and/or an officer of Seller that are expressly set forth in any certificate Closing certificate, Closing affidavit or Ancillary Agreement expressly delivered by at the Company Closing pursuant to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationSections 9.3(d), each of Parent and Purchaser Sub acknowledges that (xe), (f), (g) none of the Companyor (i), the Company subsidiaries or neither Seller nor any other Person person acting on its behalf makes or has made any other express or implied representation or warranty on behalf of the Company makes, or has made, any representation or warranty relating Seller with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement. SUCH REPRESENTATIONS AND WARRANTIES MADE BY SELLER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES SELLER MIGHT HAVE GIVEN BUYER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, and INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. Buyer acknowledges that all other warranties that Seller, Parent and Purchaser Sub or anyone purporting to represent Seller gave or might have given, or which might be provided or implied by applicable Legal Requirement or commercial practice are not relying on any representation or warranty of any Person hereby expressly excluded. Buyer acknowledges that, except for those expressly as set forth in this AgreementAgreement (as modified by the Disclosure Schedules) or any Closing certificate, Closing affidavit or Ancillary Agreement expressly delivered at Closing pursuant Sections 9.3(d), (ye), (f), (g) no person has been authorized by the Companyor (i), the Company subsidiaries or neither Seller, Parent nor any other Person on behalf of the Company purporting to make represent Seller will have or be subject to any representation liability or warranty relating indemnification obligation to itself Buyer or its business Affiliates resulting from the distribution, communication or otherwise furnishing to Buyer (whether in connection with this Agreementwritten or oral form), and if madeor use by Buyer, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) of any estimate, projection, prediction, data, financial information, memorandumdocuments, presentation projections, forecasts or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information material made available to Parent and/or its Representatives Buyer, confidential information memoranda or management interviews and presentations made available to Buyer in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each expectation of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on Agreement (but expressly excluding the results of its own independent investigation and the terms of information contained within this Agreement and has or the Disclosure Schedules). Seller does not relied, directly make any representations or indirectly, on any materials warranties to Buyer regarding the probable success or information made available to Parent and/or its Representatives by or on behalf future profitability of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisBusiness.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III III, neither Wendy’s nor any person on behalf of Wendy’s makes any other express or implied representation or warranty with respect to Wendy’s or any of its Subsidiaries or with respect to any other information provided to Triarc or Merger Sub in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article IV, none of Triarc or Merger Sub or any certificate delivered by other person on behalf of Triarc or Merger Sub makes any other express or implied representation or warranty with respect to Triarc or any of its Subsidiaries or with respect to any other information provided to Wendy’s in connection with the Company transactions contemplated hereby. Neither Wendy’s nor any other person will have or be subject to Parent any liability or Purchaser indemnification obligation to Triarc or Merger Sub (and notwithstanding or any other person resulting from the delivery distribution to Triarc or disclosure to Parent Merger Sub, or its Representatives of Triarc’s or Merger Sub’s use of, any documentationsuch information, including any information, documents, projections, estimates, budgets forecasts or other information), each material made available to Triarc or Merger Sub in “data rooms” or management presentations in expectation of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, unless and Parent and Purchaser Sub are not relying on then only to the extent that any such information is expressly included in a representation or warranty contained in Article III. None of any Person except for those expressly set forth in this AgreementTriarc, (y) no person has been authorized by the Company, the Company subsidiaries Merger Sub or any other Person on behalf of the Company person will have or be subject to make any representation liability or warranty relating indemnification obligation to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation Wendy’s or any other materials person resulting from the distribution to Wendy’s or information provided or addressed to ParentWendy’s use of, Purchaser Sub or any of their Representativessuch information, including any materials information, documents, projections, forecasts or information other material made available to Parent and/or its Representatives Wendy’s in connection with “data rooms” or management presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each in expectation of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent unless and Purchaser Sub has relied solely on then only to the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on extent that any materials or such information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as is expressly set forth included in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any a representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, warranty contained in “as is” condition and on a “where is” basisArticle III.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (xa) none of the CompanySeller, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Seller Subsidiaries or any of their Representativesrespective Affiliates or Representatives has made any representation or warranty, expressed or implied, as to the Acquired Assets, the Assumed Liabilities, the Business, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any materials information regarding the Acquired Assets, the Assumed Liabilities or information the Business furnished or made available to Parent and/or Purchaser and its Representatives in connection with presentations by the Company’s management, are not Affiliates and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatRepresentatives, except as expressly set forth in this Article IV, (b) Purchaser has not relied on, and expressly disclaims any reliance upon, any representation or warranty from Seller, the Seller Subsidiaries or any of their respective Affiliates or Representatives in determining to enter into this Agreement, except as expressly set forth in this Article IV, and (c) except in the case of Actual Fraud, none of Seller, the Seller Subsidiaries or any of their respective Affiliates or Representatives shall have or be subject to any Liability to Purchaser Sub or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives, or Purchaser’s or its Affiliates’ or Representatives’ use of, any such information, including any information, documents or material made available to Purchaser or its Affiliates or Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the transactions contemplated hereby. Purchaser shall acquire the Purchased Assets and Acquired Assets, the Assumed Liabilities and the Business without any representation or warranty, express or implied, warranty as to merchantability, satisfactory quality merchantability or fitness for any particular purposethereof, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Agreement or any Ancillary Agreement.

No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article 5 or in any other agreement or certificate delivered in connection with the Transactions, none of Parent, Merger Sub or any of their Affiliates nor any other Person on behalf of any of them is making or has made any express or implied representation or warranties of any kind or nature whatsoever, including with respect to Parent, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company, the Company Subsidiaries or any of their respective Representatives in connection with the Transactions, including the accuracy or completeness thereof, and Parent and Merger Sub hereby expressly disclaim any such other representations or warranties. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties made by the Company in Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Letter) or in any other agreement or certificate delivered in connection with the Transactions, neither the Company nor any Company Related Party is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of the Company or any of the Company Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of the Company Subsidiaries or any other matter furnished or provided to Parent or Merger Sub or Made Available to Parent, Merger Sub or their Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. Parent and Merger Sub are not relying and specifically disclaim that they are relying upon or have relied upon any representations or warranties other than the representations and warranties contained in Article III 4 (as qualified by the applicable items disclosed in the Company Disclosure Letter) or in any other agreement or certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this AgreementTransactions, and acknowledge and agree that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Parent and Purchaser Merger Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of have conducted their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations Acquired Companies and business of the Company Transactions and in making its determination have had reasonable opportunity to proceed discuss and ask questions regarding the Acquired Companies’ businesses with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf management of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained as expressly set forth in this Article III III, Buyer makes no representation or warranty, express or implied, at law or in equity, with respect to Buyer, its Affiliates, its businesses or financial condition or any certificate delivered by the Company to Parent of its assets, liabilities or Purchaser Sub (operations or any other matter, and notwithstanding the delivery any such other representations or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub warranties are hereby disclaimed. Buyer acknowledges that (xa) none it has received access to certain books and records, facilities, equipment, Contracts and other assets of Seller and Seller Parent related to the Business, and (b) that Buyer and its Affiliates and representatives have had an opportunity to meet with the management of Seller and Seller Parent to discuss the Business. Buyer has conducted its own independent investigation, review, analysis and evaluation of the CompanyBusiness to assist Xxxxx in making an informed decision with respect to the purchase of the Purchased Assets and the Business, the Company subsidiaries or any other Person on behalf assumption of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with Assumed Liabilities and the execution of this Agreement or and the Ancillary Agreements and, with respect to the transactions contemplated by this Agreement, and has relied on the representations and warranties of Seller and Seller Parent in Article II. Except for the representations and Purchaser Sub are not relying on any representation or warranty of any Person except for those warranties expressly set forth in this AgreementArticle II, Buyer hereby acknowledges that none of Seller, Seller Parent nor any of their respective Representatives has made or is making any other express or implied representation or warranty with respect to Seller, Seller Parent or their respective Affiliates, or any business (yincluding the Business) no person or operations. Except for those representations and warranties expressly set forth in Article II, Xxxxx has not relied, is not relying and specifically disclaims all reliance upon any representations or warranties that may have been authorized made by the CompanySeller, the Company subsidiaries or Seller Parent, any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their respective Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatthat Seller and Seller Parent have specifically disclaimed and do hereby specifically disclaim all such other representations and warranties. For the elimination of doubt, except as expressly set forth nothing in this AgreementSection 3.7 or elsewhere in this Agreement limits any claim, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without right or remedy that Buyer may have against any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness Seller Party for any particular purpose, in “as is” condition and on a “where is” basisFraud.

No Other Representations or Warranties. Except for the representations and warranties contained made by Parent in this Article III IV or in any certificate delivered by the Company to Parent or Purchaser Sub (Voting and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationSupport Agreement, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Merger Sub or any other Person on behalf of the Company makes, has made or has made, been authorized to make any express or implied representation or warranty relating with respect to itself Parent, Merger Sub or its business any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise, ) or prospects in connection with this Agreement or the transactions contemplated by Transactions, and each of Parent and Merger Sub hereby disclaims any such other representations or warranties. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth in Article III of this Agreement, and neither the Company nor any other Person makes, has made or has been authorized to make any express or implied representation or warranty with respect to the Company or any of its Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions, including with respect to the accuracy or completeness of any information provided, or made available, or Made Available, to Parent, Merger Sub or any of their respective Subsidiaries, Affiliates or Representatives in connection with the Transactions. Parent and Purchaser Merger Sub are not relying on, and waive any claim based on reliance on, any express or implied representation or warranty warranty, or other information of the Company or any Person except for Person, other than those expressly set forth in Article III of this Agreement. Each of Parent and Merger Sub acknowledges that, as of the Agreement Date, they and their Representatives and applicable Affiliates (a) have received adequate access to (i) such books and records, facilities, properties, premises, equipment, contracts and other properties and assets of the Company which they and their Representatives and such Affiliates, as of the Agreement Date, have desired or requested to see or review and (ii) the electronic and physical data rooms in connection with the Transactions, (yb) no person has been authorized by have had adequate opportunity to meet with the management of the Company and to discuss the business and assets of the Company, and (c) have had adequate opportunity to make such legal, factual and other inquiries and investigation as they deem necessary, desirable or appropriate with respect to the Company. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge and agree that none of the Company subsidiaries or any other Person on behalf of the Company makes, has made or has been authorized to make any an express or implied representation or warranty relating (including as to itself completeness or its business accuracy) to Parent or otherwise in connection Merger Sub or their Affiliates, Subsidiaries or Representatives with this Agreementrespect to, and if madenone of the Company, such representation any of the Company’s Subsidiaries or warranty any other Person shall not be relied upon by Parent subject to any liability to Parent, Merger Sub or Purchaser any other Person resulting from, the Company or any of the Company’s Subsidiaries or their respective Representatives providing, or making available, to Parent, Merger Sub as having been authorized by such entityor any of their Affiliates or their respective Representatives, and (z) or resulting from the omission of, any estimate, projection, prediction, forecast, data, budgeted financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesinformation, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s managementmanagement or information made available on any electronic data room and maintained by the Company for purposes of the Merger and the other Transactions unless any such information is expressly and specifically set forth in a representation or warranty contained in Article III. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make estimates, projections, budgets and other forecasts and plans, that they are not familiar with such uncertainties and shall not be deemed that Parent and Merger Sub are taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, budgets, pipeline reports and other forecasts and plans so furnished to be or include representations or warrantiesit, including the reasonableness of the assumptions underlying such estimates, projections, budgets, pipeline reports and other forecasts and plans. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the conditioncondition (financial or otherwise), assets, operations and business of the Company and in its Subsidiaries. In making its determination to proceed with the transactions contemplated by this AgreementMerger and the other Transaction, each of Parent and Purchaser Merger Sub has relied solely on the results of its own independent investigation and the terms of this Agreement representations and warranties set forth in Article III and has not relied, relied directly or indirectly, indirectly on any other express or implied representation or warranty or any materials or information made available Made Available to Parent and/or its Representatives by Parent, Merger Sub, or on behalf any of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thattheir respective Affiliates, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation Subsidiaries or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisRepresentatives.

No Other Representations or Warranties. Except for the representations and warranties contained set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationV, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Parent Subsidiaries (including Merger Sub) or any other Person makes or has made any express or implied representation or warranty with respect to Parent or the Parent Subsidiaries or with respect to any other information provided to the Company in connection with the Merger or the other transactions contemplated hereby, and the Company, on its own behalf and on behalf of the Company makesits Affiliates and Representatives, disclaims reliance on any representations or has made, any representation warranties or warranty relating other information provided to itself them by Parent or its business Subsidiaries or otherwise, in connection with this Agreement their respective Affiliates or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on Representatives or any representation or warranty of any other Person except for those the representations and warranties expressly set forth in this AgreementArticle V. Without limiting the generality of the foregoing, (y) no person has been authorized by the Company, the Company subsidiaries on its own behalf and on behalf of its Affiliates and its Affiliates and Representatives, acknowledges and agrees that none of Parent, Parent’s Subsidiaries (including Merger Sub) or any other Person on behalf of will have or be subject to any liability or other obligation to the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials Person resulting from the distribution to the Company (including its Affiliates and Representatives), or information provided the Company’s (or addressed such Affiliates’ or Representatives’) use, of any such information, including with respect to (i) Parent, Purchaser Merger Sub or any of their respective businesses, assets, employees, permits, liabilities, operations, prospectus or condition (financial or otherwise) or (ii) any opinion, projection, forecast, statement, budget, estimate, advice or other similar information (including with respect to the future revenues, earnings, results or operations (or any component thereof), cash flows, financial condition (or any component thereof) or the future business and operations of Parent or Merger Sub, as well as any other business plan and cost-related plan information of Parent and/or Merger Sub) made, communicated or furnished (orally or in writing) or to be made, communicated or furnished (orally or in writing) to the Company or any of its Affiliates or Representatives, including in each case, whether made by Parent, Merger Sub or any materials of their respective Affiliates, Representatives or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be equity holders or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisother Person.

No Other Representations or Warranties. Except Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this AgreementArticle III, (ya) no person has been authorized by the Company, the Company subsidiaries does not make, and has not made, any representations or warranties relating to the Company or any other Person on behalf of the Company to make any representation its Subsidiaries, or warranty relating to itself their respective properties, assets or its business businesses, or otherwise in connection with this Agreement, the Merger or the other Transactions, and each of Parent and Merger Sub is not relying on any representation or warranty except for those expressly set forth in Article III, (b) no Person has been authorized by the Company to make any representations or warranty relating to the Company or any of its Subsidiaries, or their respective properties, assets or businesses, or otherwise in connection with this Agreement, the Merger or the other Transactions and, if made, any such representation or warranty shall will not be relied upon by either Parent or Purchaser Merger Sub as having been authorized by such entitythe Company, (c) no Person shall have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub or any other Person, or Parent’s, Merger Sub’s or any other Person’s use, of any information, documents or materials provided, addressed or otherwise made available to Parent, Merger Sub or any other Person in any physical or electronic form (including in any “virtual data room”), management presentations, memoranda or in any other form in expectation of the Merger, and (zd) any estimateestimates, projectionprojections, predictionpredictions, data, financial information, memorandummemoranda, presentation presentations or any other information, documents or materials provided, addressed or information provided or addressed otherwise made available to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, other Person are not and shall will not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on warranties unless any such materials or information made available to is the subject of any express representation or warranty set forth in Article III. Without limiting the foregoing, Parent and/or its Representatives by or on behalf and Merger Sub acknowledge and agree that none of the Company. Each , any of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without its Subsidiaries or any other Person has made any representation or warranty, express or implied, warranty as to merchantabilitythe accuracy, satisfactory quality completeness or fitness for achievement of any particular purposefinancial projections, in “as is” condition and on a “where is” basisforecasts, cost estimates, capital budgets, business plans or similar information relating to the Company or any of its Subsidiaries or their respective properties, assets or businesses.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered made by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationin this Article III, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries any of its Subsidiaries or any other Person makes any representations or warranties on behalf of the Company or any of its Subsidiaries. Without limiting the representations and warranties made by the Company in this Article III, neither the Company nor any other Person will have or be subject to any liability or indemnification obligation to Parent, Merger Sub or any other Person resulting from the distribution to Parent or Merger Sub, or Parent’s or Merger Sub’s use of, any such information, including any information, documents, projections, forecasts or other material made available to Parent or Merger Sub in certain “data rooms” or management presentations in expectation of the Transactions. Each of Parent and Merger Sub acknowledges and agrees that it (a) has had an opportunity to discuss the business of the Company and its Subsidiaries with the management of the Company, (b) has had reasonable access to (i) the books and records of the Company and its Subsidiaries and (ii) the electronic dataroom maintained by the Company for purposes of the Transactions, (c) has been afforded the opportunity to ask questions of and receive answers from officers and other key employees of the Company, and (d) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses and the Transactions, and has not relied on any representation, warranty or other statement by any Person on behalf of the Company makesor any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in this Article III, and that all other representations and warranties are specifically disclaimed. For the avoidance of doubt, neither the Company nor any of its Affiliates makes any other express or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, “Information” as defined in connection with this Agreement or the transactions contemplated by this Confidentiality Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreementdated March 14, (y) no person has been authorized by the Company2016, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of between the Company and Parent (the “Confidentiality Agreement”) or “May 31 Synergy Information” as defined in making its determination to proceed with the transactions contemplated by this Confidentiality Agreement, each of dated May 31, 2016, between the Company and Parent and Purchaser Sub has relied solely on (the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this “Synergy Confidentiality Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis”).

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation5, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Merger Sub or any of its Affiliates nor any other Person on behalf of the Company makes, any of them makes or has made, made any express or implied representation or warranty relating with respect to itself Parent, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company, its business Subsidiaries or otherwise, their respective Representatives or Affiliates in connection with this Agreement the Transactions, including the accuracy or the transactions contemplated by this Agreement, and completeness thereof. Parent and Purchaser Merger Sub are not relying on any representation or warranty of any Person acknowledge and agree that, except for those expressly set forth in this Agreement, (y) no person has been authorized the representations and warranties made by the Company, Company in Article 4 (as qualified by the applicable items disclosed in the Company subsidiaries or Disclosure Schedules), neither the Company nor any other Person is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of the Company to make or any representation or warranty relating to itself or of its business or otherwise in connection with this AgreementSubsidiaries, and if madetheir businesses, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entityoperations, and (z) any estimateassets, projection, prediction, dataliabilities, financial informationcondition, memorandumresults of operations, presentation future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of its Subsidiaries or any other materials matter furnished or information provided to Parent or addressed Merger Sub or made available to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in the Data Room or any other “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with presentations by with, this Agreement or the Company’s management, Transactions. Parent and Merger Sub are not relying and shall not be deemed to be specifically disclaim that they are relying upon or include have relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its have conducted their own independent investigation of the condition, operations Company and business of the Company Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding the Company and in making its determination to proceed the Company Subsidiaries’ businesses with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf management of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser and Merger Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Merger Sub acknowledges that (x) none of the Company, the Company subsidiaries Subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty warranty, express or implied, relating to itself or its business or otherwise, otherwise in connection with this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement, Agreement and Parent and Purchaser Merger Sub are not relying on any representation representation, warranty or warranty other information of any Person except for those representations or warranties expressly set forth in this Agreement, (y) no person Person has been authorized by the Company, the Company subsidiaries Subsidiaries or any other Person on behalf of the Company to make any representation or warranty warranty, express or implied, relating to itself or its business or otherwise in connection with this AgreementAgreement and Merger, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Merger Sub as having been authorized by such entity, entity and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, or information made available on any “data sites” are not and shall not be deemed to be or include representations or warranties. Without limiting the generality of the foregoing, each of Parent and Merger Sub hereby acknowledges and agrees that none of the Company, the Company Subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company, the Company Subsidiaries or their future business, operations or affairs. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and and, in making its determination to proceed with the transactions contemplated by this Agreement, including the Merger, each of Parent and Purchaser Merger Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, relied directly or indirectly, indirectly on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered made by the Company in this Article III (as qualified by the applicable items disclosed in the Company Disclosure Schedule in accordance with the introduction to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationthis Article III), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, neither the Company subsidiaries or nor any other Person makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company makesor its Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent, Merger Sub or Merger Sub II or made available to Parent, Merger Sub or Merger Sub II in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with with, this Agreement or the transactions contemplated by this Agreementhereby. The Company and its Subsidiaries disclaim any other representations or warranties, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized whether made by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Subsidiaries or any of their respective Affiliates or Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the The Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except for the representations and warranties made by Parent, Merger Sub and Merger Sub II in Article IV (as expressly set forth qualified by the applicable items disclosed in the Parent Disclosure Schedule in accordance with the introduction to Article IV), none of Parent, Merger Sub, Merger Sub II or any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent, Merger Sub, Merger Sub II or their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent, Merger Sub, Merger Sub II or their respective Subsidiaries or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement, Purchaser or the transactions contemplated hereby or thereby. The Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that Parent, Merger Sub shall acquire the Purchased Assets and the Assumed Liabilities without Merger Sub II and their Affiliates have specifically disclaimed and do hereby specifically disclaim any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition such other representations and on a “where is” basiswarranties.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIII, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanySeller, the Company subsidiaries FH Share Sellers, the FH Asset Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to Seller, the FH Share Sellers, the FH Asset Sellers, the Transferred FH Companies or their Closing Subsidiaries or any of their respective Affiliates, the FH Shares, the Acquired FH Assets, the FH Assets, the FH Business or with respect to any other information provided, or made available, to Buyer or any of its Affiliates, agents or representatives in connection with the transactions contemplated hereby. None of Seller, the FH Share Sellers, the FH Asset Sellers or any other Person on behalf will have or be subject to any liability or other obligation to Buyer, its Affiliates, agents or representatives or any Person resulting from the sale of the Company makesFH Shares or the Acquired FH Assets to Buyer or Buyer’s use of, or has made, the use by any representation of its Affiliates or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty representatives of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandumincluding information, presentation documents, projections, forecasts or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information material made available to Parent and/or Buyer, its Representatives Affiliates or representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent unless any such information is expressly and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of specifically included in a representation or warranty contained in this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the CompanyArticle III. Each of Parent Seller, the FH Asset Sellers and Purchaser Sub acknowledges the FH Share Sellers and agrees thattheir Affiliates disclaims any and all other representations and warranties, except as expressly set forth whether express or implied. Notwithstanding anything to the contrary contained in this Agreement, Purchaser Sub shall acquire neither Seller, the Purchased Assets and FH Share Sellers, the Assumed Liabilities without FH Asset Sellers nor any of their respective Affiliates makes any express or implied representation or warrantywarranty with respect to Excluded Assets, express Excluded Businesses or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisRetained Liabilities.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company‎II, the Company subsidiaries or certificate contemplated by Section 5.2(c) and the Ancillary Agreements, Buyer acknowledges and agrees that neither Seller nor any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without either Seller makes any representation or warranty, express or implied, as whether at law or in equity, with respect to merchantabilitythe Companies or their Subsidiaries or with respect to the Equity Interests, satisfactory quality including with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are expressly disclaimed. Buyer hereby acknowledges and agrees that, (a) except to the extent specifically set forth in this Article ‎II, Buyer is acquiring the Equity Interests on an “as is” condition and on a “, where is” basis, (b) neither Seller Parent, Sellers nor any other Person will have or be subject to any Liability or indemnification obligation to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s (or its Affiliates’ or their representatives’) use, of any information, including any projections, budgets, forecasts or other written or oral information, that may have been or may be provided to Buyer by or on behalf of Seller Parent or Sellers, including any information, documents, projections, forecasts or other material made available in certain “data rooms” or management presentations in expectation of the Transaction or otherwise, and (c) any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations (whether written or oral) provided or addressed to Buyer are not and will not be deemed to be or to include representations and warranties of Seller or any of its Affiliates.

No Other Representations or Warranties. Except for None of MSHA nor any affiliate thereof, nor any of their agents (financial, legal or otherwise), makes or has made any representations or warranties, express or implied, of any nature whatsoever relating to MSHA or the MSHA Subsidiaries or the business of MSHA and the MSHA Subsidiaries or otherwise in connection with the transactions contemplated by this Agreement, other than those representations and warranties of MSHA expressly set forth in this ARTICLE II. MSHA hereby expressly disclaims, and Xxxxxxxx acknowledges that it is not relying on, any other express or implied representations or warranties with respect to any matter whatsoever, including any express or implied representation or warranty as to the completeness of the information contained in Article III this Agreement. Without limiting the generality of the foregoing, Wellmont acknowledges that none of MSHA nor any affiliate or agents thereof has made, and shall not be deemed to have made, any representations or warranties, express or implied, in, or concerning the accuracy or completeness of, the materials relating to the business of MSHA and the MSHA Subsidiaries made available to Wellmont and its affiliates and agents, including due diligence materials, or in any certificate delivered presentation about the business of MSHA and the MSHA Subsidiaries by the Company to Parent MSHA, management of MSHA or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, others in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on no statement contained in any of such materials or made in any such presentation shall be a representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business hereunder or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent Wellmont in executing, delivering and performing this Agreement. Wellmont acknowledges that any cost estimates, projections or Purchaser Sub as having been authorized by such entityother predictions, and (z) any estimate, projection, prediction, data, any future financial information, memorandum, presentation information or any other memoranda or offering materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativespresentations, including but not limited to, any confidential information memorandum or similar materials or information made available to Parent and/or by Wellmont, its Representatives in connection with presentations by the Company’s management, affiliates or agents are not and shall not be deemed to be or to include representations or warranties. Each warranties of Parent Wellmont, and Purchaser Sub acknowledges that it has conductedare not and shall not be relied upon by MSHA or its affiliates in executing, to its satisfaction, its own independent investigation of the condition, operations delivering and business of the Company and in making its determination to proceed with the transactions contemplated by performing this Agreement. Furthermore, Xxxxxxxx and MSHA each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all parties to this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth an ordinary seller in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisan arm’s-length transaction.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation5, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Merger Sub or any of its Affiliates nor any other Person on behalf of the Company makes, any of them makes or has made, made any express or implied representation or warranty relating with respect to itself Parent, its Subsidiaries or its business their respective businesses or otherwisewith respect to any other information provided, in connection with this Agreement or the transactions contemplated by this Agreementmade available, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by to the Company, the Company subsidiaries Subsidiaries or their respective Representatives or Affiliates in connection with the Transactions, including the accuracy or completeness thereof. Parent and Merger Sub acknowledge and agree that, except for the representations and warranties made by the Company in Article 4 (as qualified by the applicable items disclosed in the Company Disclosure Schedules), neither the Company nor any other Person Company Related Party is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of the Company to make or any representation or warranty relating to itself or its business or otherwise in connection with this Agreementof the Company Subsidiaries, and if madetheir businesses, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entityoperations, and (z) any estimateassets, projection, prediction, dataliabilities, financial informationcondition, memorandumresults of operations, presentation future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of the Company Subsidiaries or any other materials matter furnished or information provided to Parent or addressed Merger Sub or made available to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with presentations by with, this Agreement or the Company’s management, Transactions. Parent and Merger Sub are not relying and shall not be deemed to be specifically disclaim that they are relying upon or include have relied upon any such other representations or warranties that may have been made by any Person, and acknowledge and agree that the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its have conducted their own independent investigation of the condition, operations Company and business of the Company Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding the Company and in making its determination to proceed the Company Subsidiaries’ businesses with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf management of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III or in any certificate delivered (as qualified by the Company to Parent or Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement) (the “Express Representations”) (it being understood that Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationPurchaser Group have relied only on the Express Representations), each of Parent Purchaser acknowledges and Purchaser Sub acknowledges that (x) none agrees, on its own behalf and on behalf of the CompanyPurchaser Group, the Company subsidiaries or that no Seller nor any other Person on behalf of the Company any Seller makes, and neither Purchaser nor any member of the Purchaser Group has relied on, is relying on, or has made, will rely on the accuracy or completeness of any express or implied representation or warranty relating with respect to itself or its business or otherwiseany Seller, in connection with this Agreement the Acquired Assets, or the transactions contemplated by this AgreementAssumed Liabilities or with respect to any information, and Parent and Purchaser Sub are not relying on any representation statements, disclosures, documents, projections, forecasts or warranty other material of any nature made available or provided by any Person except for those expressly set forth (including in this Agreement, any presentations or other materials prepared by Xxxxxx) (ythe “Information Presentation”) no person has been authorized or in that certain datasite administered by Datasite (the Company, the Company subsidiaries “Dataroom”) or elsewhere to Purchaser or any other Person of its Affiliates or Advisors on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Sellers or any of their RepresentativesAffiliates or Advisors. Without limiting the foregoing, no Seller nor any of its Advisors nor any other Person will have or be subject to any Liability whatsoever to Purchaser, or any other Person, resulting from the distribution to Purchaser or any of its Affiliates or Advisors, or Purchaser’s or any of its Affiliates’ or Advisors’ use of or reliance on, any such information, including the Information Presentation, the Projections, any materials information, statements, disclosures, documents, projections, forecasts or information other material made available to Parent and/or Purchaser or any of its Representatives Affiliates or Advisors in connection the Dataroom (except with presentations by respect to the Company’s management, are not and shall not be deemed to be Express Representations) or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation otherwise in expectation of the condition, operations and business Transactions or any discussions with respect to any of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisforegoing information.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III IV or in the other Transaction Documents (or any certificates delivered by any Seller Party to Purchaser in accordance with this Agreement), Purchaser acknowledges and agrees that none of the Seller Parties or any other Person makes any other express, implied or statutory representation or warranty with respect to the Business, the Purchased Assets, the Assumed Liabilities or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non infringement, including as to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets and the operation of the Business by Purchaser after the Closing, in any manner other than as used and operated by the Seller Parties, or (c) the probable success or profitability of the ownership, use or operation of the Purchased Assets by Purchaser after the Closing. Except for the representations and warranties contained in this Article IV or in the other Transaction Documents (or any certificate delivered by the Company any Seller Party to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationin accordance with this Agreement), each of Parent all Purchased Assets are conveyed on an “AS IS” and Purchaser Sub acknowledges that (x) none “WHERE IS” basis. Except for Liabilities in respect of the Companyrepresentations and warranties contained in this Article IV or in the other Transaction Documents (or any certificates delivered by any Seller Party to Purchaser in accordance with this Agreement), and the Company subsidiaries indemnification obligations set forth herein, no Seller Party or any other Person on behalf of will have or be subject to any liability or indemnification obligation to Purchaser or any other Person for any information provided to the Company makesPurchaser or its representatives relating to the Business, the Purchased Assets, or has made, any representation or warranty relating to itself or its business or otherwise, otherwise in connection with this Agreement or expectation of the transactions contemplated by this AgreementAgreement and any information, document, or material made available to Purchaser or its counsel or other representatives in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise) or management presentations. The representations, warranties, covenants and obligations of Purchaser, and Parent the rights and remedies that may be exercised by Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon limited or otherwise affected by Parent or Purchaser Sub as having been authorized by such entitya result of any information furnished to, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials investigation made by or information provided or addressed to Parentknowledge of, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisrepresentatives.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III V, neither Purchaser nor any of its Affiliates makes any express or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesits Subsidiaries or Affiliates, including the Share Consideration or with respect to any materials other information provided, or information made available available, to Seller Parent and/or or any of its Affiliates or Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and hereby. Neither Purchaser Sub has relied solely on the results nor any of its own independent investigation and the terms of this Agreement and Affiliates has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantabilitythe prospects of the business of Purchaser or its Subsidiary or its profitability for Seller Parent, satisfactory quality or fitness with respect to any forecasts, projections or business plans prepared by, or on behalf of, Purchaser and delivered to Seller Parent in connection with Seller Parent’s review with respect to the Share Consideration and the negotiation and execution of this Agreement. Neither Purchaser nor any other Person will have, or be subject to, any liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from the issuance of the Share Consideration to Seller Parent or Seller Parent’s use of, or the use by any of its Affiliates or Representatives of any information, including information, documents, projections, forecasts or other material made available to Seller Parent, its Affiliates or any of their respective Representatives in a virtual data room, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser or its Affiliates, unless any such information is expressly and specifically included in a representation or warranty contained in this Article V. Each of Purchaser and its Affiliates disclaims any and all other representations and warranties, whether express or implied. None of the foregoing in this Section 5.20 shall in any event be deemed to relieve any Party from Liability for any particular purpose, in “as is” condition and on a “where is” basisfraud.

No Other Representations or Warranties. (a) Parent and Merger Sub each acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company which it and its Representatives have desired or requested to review, and that it and its Representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Except for the representations and warranties contained expressly set forth in Article III or in any certificate delivered by III, Parent and Merger Sub hereby agree and acknowledge that (a) neither the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or nor any of its Representatives of any documentationSubsidiaries, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or nor any other Person on behalf of the Company makesPerson, has made or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreementis making, and Parent and Purchaser Merger Sub are not relying on on, any other express or implied representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, with respect to the Company subsidiaries or any other Person on behalf of its Subsidiaries or the Company Joint Venture Entities or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or 38 prospects, including with respect to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed made available to Parent, Purchaser Merger Sub or any of their Representativesrespective Representatives or Affiliates or any information developed by Parent, including Merger Sub or any materials of their respective Representatives or Affiliates based thereon and (b) neither the Company nor any of its Subsidiaries, nor any other Person, will have or be subject to any liability to Parent or Merger Sub resulting from the delivery, dissemination or any other distribution to Parent, Merger Sub or any of their respective Representatives or Affiliates, or the use by Parent, Merger Sub or any of their respective Representatives or Affiliates, of any information made available to Parent and/or its Parent, Merger Sub or any of their respective Representatives or Affiliates, including in connection with presentations by any “data rooms” or management presentations, in anticipation or contemplation of any of the Company’s management, are not and shall not be deemed to be or include representations or warrantiesTransactions. Each of Parent and Purchaser Merger Sub acknowledges hereby acknowledge (each for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the conditionbusiness, operations operations, assets and business financial condition of the Company and its Subsidiaries and the Joint Venture Entities and, in making its determination to proceed with the transactions contemplated by this AgreementTransactions, each of Parent Parent, Merger Sub and Purchaser Sub has their respective Affiliates and Representatives have relied solely on the results of its their own independent investigation and the terms of this Agreement and has have not relied, directly or indirectly, relied on any materials express or information made available to Parent and/or its Representatives by implied representations or on behalf of warranties regarding the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as its Subsidiaries or the Joint Venture Entities other than those expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisArticle III.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub Buyer acknowledges that (xa) none of the CompanyContributor Parties, the any Contributor Holding Company subsidiaries or any other Person on behalf of the Contributed Company makes, or has made, made any representation or warranty relating to itself warranty, expressed or its business or otherwiseimplied, in connection with the subject matter of this Agreement or as to the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the CompanyContributed Securities, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Business or any of their Representativesrespective assets, including Liabilities, business, properties, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects or the accuracy or completeness of any materials information regarding the foregoing furnished or information made available to Parent and/or Buyer or any of its Representatives Affiliates and representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each subject matter of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in Article III or Article IV of this Agreement, Purchaser Sub shall acquire the Purchased Assets Ancillary Agreements or any documents, agreements, certificates, schedules or other instruments contemplated hereby or thereby and (b) Buyer has not relied on any representation or warranty from any of the Assumed Liabilities Contributor Parties, any Contributor Holding Company or any Contributed Company in determining to enter into this Agreement or the Ancillary Agreements (other than the Excluded Agreements), except as expressly set forth in in Article III or Article IV of this Agreement, the Ancillary Agreements or any documents, agreements, certificates, schedules or other instruments contemplated hereby or thereby. Buyer acknowledges that the acquisition of the Contributed Securities hereunder is without any representation or warranty, express or implied, warranty as to merchantability, satisfactory quality merchantability or fitness thereof for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Agreement, the Ancillary Agreements or any documents, agreements, certificates, schedules or other instruments contemplated hereby or thereby. Notwithstanding the foregoing, nothing in this Section 3.27 shall (or shall be deemed to) apply to or limit or diminish Buyer’s, Buyer’s Affiliates’ or any other Person’s rights, recovery or otherwise under or in respect of any Excluded Agreement or in the event of Fraud.

No Other Representations or Warranties. Except Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that (a) the PEP Companies and Seller are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company in Article IV (as modified by the Disclosure Schedules hereto as supplemented or amended) and those expressly given by Seller in Article V (as modified by the Disclosure Schedules hereto as supplemented or amended), and (b) except for the representations and warranties contained in Article III or in any certificate delivered by such provisions of this Agreement, the Company assets and the business of the PEP Companies are being transferred on a “where is” and, as to Parent or condition, “as is” basis. Purchaser Sub (acknowledges and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges agrees that (x) none of the CompanyPEP Companies, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub nor Seller or any of their Representatives, including respective Affiliates nor any materials or information other Person has made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantabilitythe accuracy or completeness of any information regarding the PEP Companies, satisfactory quality or fitness for the transactions contemplated by this Agreement not expressly set forth within this Agreement, and Purchaser is not relying on anything other than the express provisions of this Agreement in entering into this Agreement. None of the PEP Companies, nor Seller, any particular purposeof their respective Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives of or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller or the PEP Companies relating to the PEP Companies or other publications, representations, warranties, forecasts, statements or information, including any information provided in “as is” condition and on a “where isdata room”, “management presentation”, “break-out session” basisor otherwise to Purchaser or its Affiliates or representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the Share Sale and the other transactions contemplated hereby. Purchaser acknowledges and agrees that the representations and warranties made by the PEP Companies and Seller in this Agreement (as qualified by the Disclosure Schedules) supersede, replace and nullify in every respect all other information, whether written or oral, made available to Purchaser, its Affiliates or its representatives.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIII, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyneither Seller, the Company subsidiaries other Seller Entities nor any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself Seller, the other Seller Entities, the Purchased Companies or any of their respective Subsidiaries or Affiliates, the Purchased Assets, the Business or with respect to any other information provided, or made available, to Purchaser or any of its business Affiliates or otherwise, Representatives in connection with this Agreement or the transactions contemplated by this AgreementTransactions. Neither Seller nor any of its Affiliates, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries Representatives or any other Person on behalf of the Company to make has made any express or implied representation or warranty relating with respect to itself the prospects of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans or otherwise other information (including any Confidential Information (as defined in the Confidentiality Agreement)) delivered to Purchaser or any of its Affiliates or Representatives in connection with Purchaser’s review of the Business and the negotiation and execution of this Agreement, and if madeincluding as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, such representation projections or warranty shall not be relied upon by Parent business plans or Purchaser Sub as having been authorized by such entityother information. Neither Seller, and (z) the other Seller Entities nor any estimateof their respective Affiliates, projection, prediction, data, financial information, memorandum, presentation Representatives or any other materials Person will have, or be subject to, any Liability or other obligation to Purchaser or any of its Affiliates or Representatives or any other Person resulting from Purchaser’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Confidential Information (as defined in the EXHIBIT 2.1 Confidentiality Agreement)) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information provided memorandum, management presentations, offering materials, site tours or addressed to Parentvisits, Purchaser Sub diligence calls or meetings or any documents prepared by, or on behalf of, Seller, the other Seller Entities or any of their respective Affiliates or Representatives, including or Purchaser or its Affiliates or Representatives or any materials or information made available to Parent and/or its Representatives of Purchaser’s potential financing sources in connection with presentations by Purchaser’s financing activities with respect to the Company’s management, are not and shall not be deemed to be or include representations or warrantiesTransactions. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation Seller and the terms of this Agreement other Seller Entities and has not reliedtheir respective Affiliates disclaims any and all representations and warranties, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, whether express or implied, as except for the representations and warranties contained in this Article III. Notwithstanding anything in this Agreement to merchantabilitythe contrary, satisfactory quality neither Seller, the other Seller Entities nor any of their respective Affiliates makes any express or fitness for any particular purpose, in “as is” condition and on a “where is” basisimplied representation or warranty with respect to the Excluded Assets or the Retained Liabilities.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation5, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyParent, the Company subsidiaries Merger Sub or any of its Affiliates nor any other Person on behalf of the Company makes, any of them makes or has made, made any express or implied representation or warranty relating with respect to itself Parent, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to the Company, its business Subsidiaries or otherwise, their respective Representatives or Affiliates in connection with this Agreement the Transactions, including the accuracy or the transactions contemplated by this Agreement, and completeness thereof. Parent and Purchaser Merger Sub are not relying on any representation or warranty of any Person acknowledge and agree that, except for those expressly set forth in this Agreement, (y) no person has been authorized the representations and warranties made by the Company, Company in Article 4 (as qualified by the applicable items disclosed in the Company subsidiaries or Disclosure Schedules), neither the Company nor any other Person is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of the Company to make or any representation or warranty relating to itself or of its business or otherwise in connection with this AgreementSubsidiaries, and if madetheir businesses, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entityoperations, and (z) any estimateassets, projection, prediction, dataliabilities, financial informationcondition, memorandumresults of operations, presentation future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or any of its Subsidiaries or any other materials matter furnished or information provided to Parent or addressed Merger Sub or made available to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in the Data Room or any other “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with presentations by with, this Agreement or the Company’s management, are not and shall not be deemed to be or include representations or warrantiesTransactions. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its have conducted their own independent investigation of the condition, operations Company and business of the Company Subsidiaries and the Transactions and have had an opportunity to discuss and ask questions regarding the Company and in making its determination to proceed the Company Subsidiaries’ businesses with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf management of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub 3 and Article 4, Buyer acknowledges and agrees that: (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (xa) none of the CompanyVendor, the Company subsidiaries Conveyed Entities, any of their respective Affiliates or any other Person on behalf of the Company makestheir respective Representatives has made or is making, or and Buyer has madenot relied on, any other representation or warranty relating of any kind or nature whatsoever, oral or written, express or implied, with respect to itself Vendor, the Conveyed Entities, the Conveyed Entity Assets, the Business or its business or otherwise, otherwise in connection with this Agreement or the transactions contemplated by this AgreementTransactions, and Parent and Purchaser Sub are not relying on any representation including as to the accuracy or warranty completeness of any Person except for those expressly set forth in this Agreement, such information; and (yb) no person Person has been authorized by the Company, the Company subsidiaries Vendor or any other Person on behalf of the Company Conveyed Entities to make any representation or warranty relating to itself or its business Vendor, the Conveyed Entities, the Conveyed Entity Assets, the Business or otherwise in connection with this AgreementAgreement or the Transactions, including as to the accuracy or completeness of any such information. Except for the representations and if madewarranties contained in Article 3 and Article 4, such representation or warranty Vendor disclaims, on behalf of itself and its Affiliates, all Liability and responsibility for (and Buyer acknowledges and agrees that Vendor and its Affiliates shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (zhave no Liability for) any estimateopinion, projection, predictionforecast, dataadvice, financial information, memorandum, presentation or any other materials statement or information provided made, communicated or addressed furnished (orally or in writing) to Parent, Purchaser Sub Buyer or any of their Representativesits Affiliates, including any materials or information made available to Parent and/or its Representatives in the electronic data room hosted by or on behalf of Vendor in connection with the Transactions or in connection with presentations by the CompanyVendor’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub Buyer further acknowledges and agrees that none of Vendor, the Conveyed Entities, any of their respective Affiliates or any of their respective Representatives has made or is making, and Buyer has not relied on, any representations or warranties to Buyer or any other Person regarding the probable success or profitability of the Conveyed Entities, the Conveyed Entity Assets, or the Business (whether before or after the Closing), including regarding the possibility or likelihood of any action, application, challenge, claim, proceeding or review, regulatory or otherwise, including, in each case, in respect of rates, or any particular result or outcome therefrom, or the possibility or likelihood of the occurrence of any environmental condition, release or hazard, or any mechanical or technical issue, problem, or failure, or of any interruption in service, or of any increase, decrease or plateau in the volume of product or service, or revenue derived therefrom, or of the possibility, likelihood or potential outcome of any complaints, controversies or disputes with respect to existing or future customers or suppliers, in each case, related to any of the Conveyed Entities, the Conveyed Entity Assets, or the Business. Vendor and Buyer each acknowledge that, except as expressly set forth for and to the extent of the representations in this AgreementArticle 3 and Article 4, Purchaser Sub shall acquire it is their express intention that the Purchased Assets Conveyed Entities and the Assumed Liabilities without any representation or warranty, express or implied, Conveyed Entity Assets shall be conveyed to Buyer on an “as to merchantability, satisfactory quality or fitness for any particular purpose, is where is” basis and in their present condition and state of repair and Buyer will accept the Conveyed Entities and the Conveyed Entity Assets on an “as is” condition and on a “, where is” basisbasis in their present condition and state of repair and assume the obligations and Liabilities as provided for herein. Nothing in this Section 5.1 shall limit any claims by Buyer for Fraud of Vendor.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered IV (as modified by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationDisclosure Schedules), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries Seller Parties or any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at Law or in equity, on behalf of the Company makesSeller Parties, the Transferred Entities or has madeany of their respective Affiliates, including any representation or warranty relating regarding any Seller Party, any Transferred Entity or any other Person, the Transferred Equity Interests, any Assets, any Transferred Assets, any Liabilities of any Seller Party or Transferred Entity, including any Assumed Liabilities, the Business, any Transaction, any other rights or obligations to itself be transferred pursuant to the Transaction Agreements or its business any other matter, and the Seller Parties hereby disclaim all other representations and warranties of any kind whatsoever, express or implied, written or oral, at Law or in equity, whether made by or on behalf of any Seller Party, any Transferred Entity or any other Person, including any of their respective Representatives. Except for the representations and warranties expressly set forth in this Article IV (as modified by the Disclosure Schedules), each Seller Party, as applicable, hereby (a) disclaims and negates any representation or warranty, expressed or implied, at common Law, by statute, or otherwise, in connection with this Agreement relating to the condition of the Transferred Assets, the Assets or the transactions contemplated by this AgreementBusiness, and Parent (b) disclaims all Liability and Purchaser Sub are not relying on responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, promises, advice, Data or information made, communicated or furnished (orally or in writing, including electronically) to Buyer or any of Buyer’s Affiliates or any Representatives of Buyer or any of Buyer’s Affiliates (including any opinion, information, projection, or advice that may have been or may be provided to Buyer by any Representative of the Seller Parties or the Transferred Entities, respectively), including omissions therefrom. Without limiting the foregoing, no Seller Party makes any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warrantykind whatsoever, express or implied, as written or oral, at Law or in equity, to merchantabilityBuyer or any of its Affiliates or any Representatives of Buyer of any of its Affiliates regarding the probable success, satisfactory quality profitability or fitness for any particular purposevalue of the Transferred Entities, in “as is” condition and on a “where is” basisthe Transferred Assets or the Business.

No Other Representations or Warranties. Except for (a) Each of the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub Starwood Waypoint Parties acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its the determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub it has relied solely on the results of its own independent investigation and the terms of this Agreement representations and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as warranties expressly set forth in this Agreement, Purchaser Sub shall acquire Article V. None of the Purchased Assets and the Assumed Liabilities without Invitation Homes Entities or their respective Affiliates or Representatives or any other Person makes any other express or implied representation or warranty, express at law or impliedin equity, with respect to the Invitation Homes Entities or any of their respective Affiliates or as to merchantabilitythe accuracy or completeness of any information regarding their respective businesses, satisfactory quality operations, assets, liabilities, condition (financial or fitness for otherwise) or prospects or any particular purposeother information provided to the Starwood Waypoint Parties or their Affiliates or Representatives (any such information described in this Section 9.14(a), the “Invitation Homes Provided Information”), notwithstanding the delivery or disclosure to the Starwood Waypoint Parties or its Affiliates or Representatives of any documentation, estimates, projections, forecasts or other information by the Invitation Homes Parties or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Invitation Homes Parties or any of their respective Representatives or Affiliates or the future business, operations or affairs of the Invitation Homes Parties or any of their respective Representatives or Affiliates heretofore or hereafter delivered to or made available to the Starwood Waypoint Parties or its Representatives or Affiliates. To the fullest extent permitted by applicable Law and subject to Section 9.8, except with respect to the representations and warranties contained in “as is” condition Article V or any breach of any covenant or other agreement of the Invitation Homes Parties contained herein, none of the Invitation Homes Parties, their Affiliates or any of their respective Affiliates or Representatives shall have any liability to the Starwood Waypoint Parties or any of their respective Affiliates or Representatives on any basis (whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws, including any applicable federal or state securities laws, or otherwise and on a “where is” basiswhether by or through attempted piercing of the corporate veil) based upon any Invitation Homes Provided Information or statements (or any omissions therefrom) provided or made available by the Invitation Homes Parties or their Affiliates and Representatives to the Starwood Waypoint Parties or their Affiliates and Representatives in connection with the transactions contemplated by this Agreement.

No Other Representations or Warranties. Except (a) Buyer acknowledges that, except for the representations and warranties contained in Article III 5, neither Seller nor any other Person on behalf of Seller makes in this Agreement, or has made verbally or in writing in any certificate delivered other instrument or document other than the Agreement, any express or implied representation or warranty with respect to Seller or any of the Acquired Assets (including representations and warranties as to title to or the condition of the Facility or any other Acquired Assets or as to any Confidentiality Arrangements or Potentially Confidential Information with respect to the Assigned Contracts or any other Acquired Assets) or with respect to any information provided by or on behalf of Seller to Buyer. Buyer’s acceptance of the Company Deed pursuant to Parent Article 4 of this Agreement shall constitute Buyer’s acknowledgement and agreement (i) that neither Seller nor any Person on behalf of Seller has made any written or Purchaser Sub (and notwithstanding the delivery verbal warranty or disclosure to Parent or its Representatives representation of any documentationkind with respect to the Acquired Assets, projections, estimates, budgets Assumed Liabilities or other information), each of Parent and Purchaser Sub acknowledges Excluded Liabilities; (ii) that (x) none of the Company, the Company subsidiaries Buyer has not relied upon any written or verbal representation or warranty made by Seller or any other Person on behalf of Seller with respect to the Company makesAcquired Assets, Assumed Liabilities or Excluded Liabilities; (iii) that Buyer has made, any representation or warranty relating had such opportunity as it considers adequate to itself or its business or otherwise, in connection with this Agreement or inspect and examine the transactions contemplated by this AgreementFacility and other Acquired Assets, and Parent Buyer in fact has conducted such inspections and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth examinations and such other due diligence as it considers reasonable and necessary; and (iv) that based upon said inspections, examinations and other due diligence, Buyer has determined that the Acquired Assets in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf their condition as of the Company Closing (which condition shall be “AS IS,” “WHERE IS” and “WITH ALL FAULTS” pursuant to make any representation or warranty relating to itself or its business or otherwise in connection Section 8.4) is fit for and compatible with this Agreement, Buyer’s intended use and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basispurposes.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by IV, neither the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or nor any other Person on behalf of the Company makes, or has mademade (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims), any express or implied representation or warranty relating with respect to itself the Company or any of its business Subsidiaries or with respect to any other information provided to Parent, Acquisition Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V and in any certificates delivered by Parent, Acquisition Sub or any of their Representatives in connection with the transactions contemplated hereby, (a) none of Parent, Acquisition Sub or any other Person on behalf of Parent makes, or has made, any representations or warranties relating to Parent, Acquisition Sub or Parent’s business or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and Purchaser Sub are the Company is not relying on any representation representation, warranty or warranty other information, including with respect to any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company, and any of its Subsidiaries or any Person except of their Affiliates, except, in each case, for those expressly set forth in this Agreement, Agreement or in any such certificate and (yb) no person Person has been authorized by the CompanyParent, the Company subsidiaries Acquisition Sub or any other Person on behalf of the Company Parent to make any representation or warranty relating to itself Parent or its business Acquisition Sub or their businesses or otherwise in connection with this AgreementAgreement and Merger, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub the Company as having been authorized by such entity, and (z) party. Nothing in this Section 4.29 shall impact any estimate, projection, prediction, data, financial information, memorandum, presentation or rights of any other materials or information provided or addressed party to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf in respect of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisfraud.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations acknowledge and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees agree that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets Article III and the Assumed Liabilities without other Related Agreements (and in the certificates delivered at Closing), none of the Company, any Company Indemnitor or any other Person has made, or is making, and neither Parent nor Merger Sub has relied on (including in making its decision to enter into this Agreement and the other Related Documents and to consummate the Transactions), any representation or warranty, written or oral, express or implied, at law or in equity, in respect of the Company or its business or in connection with the Transactions, including any representations or warranties about the accuracy or completeness of any information or documents previously provided and any other such representations and warranties are hereby expressly disclaimed by Parent and Merger Sub. In connection with the due diligence investigation of the Company by Parent and its Representatives, Parent and its Representatives have received and may continue to receive after the date hereof from the Company and its Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its businesses and operations. Parent hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Parent will have no claim against the Company, or any of its Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, or any other Person, with respect thereto, including as to merchantabilitythe accuracy or completeness of any information provided. Parent further acknowledges and agrees that neither the Company nor any of its Affiliates, satisfactory quality stockholders, directors, officers, employees, consultants, agents, Representatives or fitness for advisors has made or is making any particular purposeexpress or implied representation or warranty with respect to any such estimates, in “as is” condition and on a “where is” basisprojections, forecasts, forward-looking statements or business plans.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III IV or in any certificate delivered by on behalf of the Company pursuant to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationthis Agreement, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, neither the Company subsidiaries or nor any other Person on behalf of the Company makes, or has made, any of its Subsidiaries makes any other express or implied representation or warranty relating with respect to itself the Company or any of its business Subsidiaries or otherwise, with respect to any other information provided by or on behalf of the Company or any of its Subsidiaries. Parent and Merger Sub are not relying on any representations and warranties in connection with their decision to enter into or perform their obligations under this Agreement or the other Transaction Documents, or to consummate the Merger or the other transactions contemplated hereby, other than the representations and warranties expressly set forth in this Article IV or any certificate delivered on behalf of the Company pursuant to this Agreement. Without limiting the foregoing, neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent, Merger Sub or their respective Representatives or any other Person resulting from Parent’s, Merger Sub’s or their respective Representatives’ or such other Person’s use of any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their respective Representatives or such other Person, including any information made available in the electronic data room for “Project Xxxx” run by Intralinks, Inc. and maintained by the Company for purposes of the transactions contemplated by this Agreement (collectively, the “Electronic Data Room”), marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and Parent and Purchaser Sub are not relying on to the extent any such information is expressly included in a representation or warranty of any Person except for those expressly set forth contained in this Article IV or any certificate delivered pursuant to this Agreement, (y) no person has been authorized by the Company, . Neither the Company subsidiaries or nor any other Person on behalf of the Company to make or any of its Subsidiaries makes any express or implied representation or warranty with respect to the accuracy of any financial projections or forecasts relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation the Company or any other materials Company Subsidiary or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, forward-looking assumptions on which such financial projections and forecasts are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisbased.

No Other Representations or Warranties. Seller has invited Buyer and Parent to perform, and Buyer and Parent have performed certain due diligence and business investigations with respect to the Predecessor Companies, with the intention that Buyer and Parent form their own conclusions regarding the condition and value of the Predecessor Companies, pursuant to the parties' express intention that the sale of the Stock be without representation or warranty by Seller, express or implied, except as expressly set forth herein and in any agreements, certificates, documents or instruments delivered pursuant hereto. Each of Buyer and Parent has been given such access to the premises, books, records and officers of Company and NEC Yamanashi and NEC Miyagi and has had the opportunity to review such other data and other information with respect to the business and properties of Company and NEC Yamanashi and NEC Miyagi as each of Buyer and Parent has deemed necessary in its sole judgment to evaluate the transactions with Seller contemplated by this Agreement it being understood and agreed that such access and review and the knowledge resulting therefrom should not be construed to amend, modify or mitigate any of the representations and warranties contained herein or in any agreements, certificates, documents or instruments delivered pursuant hereto which remains in full force and effect in accordance with the terms thereof. Except for the representations and warranties contained in this Article III 2, none of Seller, any Affiliate of Seller, or any other Person makes or has been authorized to make any express or implied representation or warranty, and Seller and its Affiliates hereby disclaim any express or implied representation or warranty, whether by Seller or any of its Affiliates or any of their respective officers, directors, employees, agents, stockholders, subsidiaries (direct or indirect), partners, advisors, or representatives or any other Person, in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding connection with the delivery or disclosure to Buyer, Parent or its Representatives any of any documentationtheir respective officers, projectionsdirectors, estimatesemployees, budgets agents, advisors or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries representatives or any other Person on behalf of any documentation or other information regarding Seller or Company. Without limiting the generality of the Company makesforegoing, or has made, any representation or warranty relating to itself or its business or otherwise, except as otherwise provided in connection with this Agreement or the transactions contemplated by Article 2 of this Agreement, Seller and Parent and Purchaser Sub are its Affiliates have not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include have made, any representations or warrantieswarranties (i) in the Confidential Information Memorandum relating to the sale of Company prepared by Deutsche Banc Alex. Each Xxxxx on behalf of Parent Seller and Purchaser Sub acknowledges that it has conductedsupplied to Buyer prior to the date hereof (the "Confidential Information Memorandum"), to its satisfaction, its own independent investigation (ii) in any presentation of the condition, operations and business of the Company and in making its determination to proceed connection with the transactions contemplated by hereby, whether written or oral, (iii) in any financial projection or forecast relating to Company, or (iv) in any other documents or information, whether written or oral, with respect to Company. No statement contained in the Confidential Information Memorandum, or made in any such presentation or contained in any such financial projection or forecast or other documents or information shall be deemed a representation or warranty hereunder or otherwise unless provided for in Section 2 of this Agreement. With respect to any such projection or forecast delivered to Buyer, each of Buyer and Parent acknowledges that (i) there are uncertainties inherent in attempting to make such projections and Purchaser Sub has relied solely on the results of forecasts, (ii) it is familiar with such uncertainties, (iii) it is taking full responsibility for making its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf evaluation of the Company. Each adequacy and accuracy of Parent all such projections and Purchaser Sub acknowledges forecasts so furnished to it, and agrees that, except as expressly set forth (iv) unless otherwise contemplated in this Agreement, Purchaser Sub it shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basishave no claim against Seller with respect thereto.

No Other Representations or Warranties. Except for the representations and warranties contained made by the Parent Parties in this Article III IV, none of the Parent Parties, any of their respective Affiliates, any of their respective Representatives, or any other Person on behalf of any of them has made or is making any express or implied, at law or in equity, representation or warranty with respect to or on behalf of the Parent Parties or any certificate delivered of their respective Affiliates, their respective businesses, operations, assets, liabilities, financial condition or results of operations or the accuracy or completeness of any information regarding the Parent Parties or their respective Affiliates or any other matter notwithstanding the delivery or disclosure to the Company, or any of its Representatives or Affiliates of any documentation or other information by the Parent Parties or any of their respective Affiliates or any of their respective Representatives in expectation of, or in connection with, this Agreement or the Transactions. The Parent Parties and their respective Affiliates hereby disclaim any other representations and warranties, whether made by the Parent Parties or any of their respective Affiliates or Representatives. Except for the express representations and warranties made by the Company in Article III, the Parent Parties hereby acknowledge and agree that none of the Company, any of its Affiliates, any of its or their Representatives, or any other Person has made or is making any express or implied representation or warranty with respect to or on behalf of the Company or any of its Affiliates, and the Parent Parties hereby expressly disclaim reliance upon any representations or Purchaser Sub (warranties with respect to or on behalf of the Company or any of its Affiliates, whether made by the Company or any of its Affiliates or its or their Representatives, except for the express representations and warranties made by the Company in Article III. Without limiting the generality of the foregoing, and notwithstanding the delivery or disclosure to the Parent Parties or its SJL or any of their respective Representatives or Affiliates of any documentation, projections, estimates, budgets documentation or other information), each information by the Company or any of Parent and Purchaser Sub acknowledges that (x) none its Affiliates or any of its or their Representatives with respect to any one or more of the Companyfollowing, the Parent Parties, on their own behalf and on behalf of SJL, hereby acknowledge and agree that neither the Company subsidiaries or nor any other Person makes, and the Parent Parties, on their own behalf and on behalf of SJL, hereby expressly disclaim reliance upon, any express or implied representation or warranty with respect to or on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials of its Subsidiaries or information provided the future business, operations or addressed affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered or made available to Parent, Purchaser Sub the Parent Parties or SJL or any of their Representatives, including any materials respective Representatives or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisAffiliates.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered IV (as modified by the Company Disclosure Schedules), neither the Company nor any other Person has made, makes or shall be deemed to Parent make any other representation or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives warranty of any documentationkind whatsoever, projectionsexpress or implied, estimateswritten or oral, budgets at law or other information)in equity, each of Parent and Purchaser Sub acknowledges that (x) none on behalf of the Company, the Company subsidiaries Subsidiaries or any other Person on behalf of the Company makestheir respective Affiliates, or has made, including any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by regarding the Company, the Company subsidiaries Subsidiaries or any other Person on behalf of Person, the Company Business, any Transaction, any other rights or obligations to make any representation or warranty relating be transferred pursuant to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation the Transaction Agreements or any other materials or information provided or addressed to Parentmatter, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company hereby disclaim all other representations and warranties of any kind whatsoever, express or implied, written or oral, at law or in making its determination to proceed with the transactions contemplated by this Agreementequity, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information whether made available to Parent and/or its Representatives by or on behalf of the Company, the Company Subsidiaries or any other Person, including any of their respective Representatives. Each of Parent Except for the representations and Purchaser Sub acknowledges and agrees that, except as warranties expressly set forth in this AgreementArticle IV (as modified by the Company Disclosure Schedules), Purchaser Sub shall acquire the Purchased Assets Company hereby (a) disclaims and the Assumed Liabilities without negates any representation or warranty, expressed or implied, at common law, by statute, or otherwise, relating to the condition of the Business, and (b) disclaims all Liability and responsibility for all projections, forecasts, estimates, financial statements, financial information, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to Acquiror or any of Acquiror’s Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Acquiror by any Representative of the Company or the Company Subsidiaries, respectively), including omissions therefrom. Without limiting the foregoing, the Company does not make any representation or warranty of any kind whatsoever, express or implied, as written or oral, at law or in equity, to merchantabilityAcquiror or any of its Affiliates or any Representatives of Acquiror of any of its Affiliates regarding the probable success, satisfactory quality profitability or fitness for any particular purposevalue of the Company, in “as is” condition and on a “where is” basisthe Company Subsidiaries or the Business.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or V (as qualified by the applicable items disclosed in Purchaser’s Disclosure Letter), the Shareholder Agreement and any certificate delivered by the Company to Parent pursuant hereto or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationthereto, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries Purchaser or any of its Affiliates or Representatives or any other Person makes any express or implied representation or warranty on behalf of Purchaser or any of its Affiliates, and Purchaser hereby disclaims any other representations or warranties, with respect to the Company makessubject matter of this Agreement. Furthermore, without limiting the foregoing sentence, except for the representations and warranties contained in this Article V (as qualified by Purchaser’s Disclosure Letter), the Shareholder Agreement and any certificate delivered pursuant hereto or thereto, Purchaser does not give or make any warranty or representation as to (and shall have no indemnification obligation or, in the absence of Fraud, other liabilities in respect of) the accuracy or reasonableness of any forecasts, estimates, projections, statements of intent or statements of opinion provided to Parent, the Target Company, any of their respective Affiliates, or has made, any representation of their respective Representatives on or warranty relating prior to itself or its business or otherwise, in connection with the date of this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation including in any management presentations or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be Virtual Data Room or include representations or warrantiesotherwise. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Target Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth for the representations and warranties contained in this AgreementArticle V (as qualified by Purchaser’s Disclosure Letter), the Shareholder Agreement and any certificate delivered pursuant hereto or thereto, neither of Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without or any of its Affiliates is making any representation or warrantywarranty regarding any documents, express projections, forecasts, statement or impliedother information made, as to merchantability, satisfactory quality communicated or fitness for any particular purposefurnished (orally, in “as is” condition writing, in the Virtual Data Room, in management presentations (including any questions posed and on a “where is” basisanswers given and any related discussions, whether formal or informal) or otherwise) to Parent, the Target Company, any of their respective Affiliates, or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to such Person by any Representatives of Purchaser or any of its Affiliates), in connection with this Agreement.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIII, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyneither Seller, the Company subsidiaries other Seller Entities nor any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself Seller, the other Seller Entities, the Purchased Companies or any of their respective Subsidiaries or Affiliates, the Purchased Assets, the Business or with respect to any other information provided, or made available, to Purchaser or any of its business Affiliates or otherwise, Representatives in connection with this Agreement or the Transaction and the other transactions contemplated by this Agreement. Neither Seller nor any of its Affiliates, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries Representatives or any other Person on behalf of the Company to make has made any express or implied representation or warranty relating with respect to itself the prospects of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans or otherwise other information (including any Evaluation Material (as defined in connection with this the Confidentiality Agreement, and if made, such representation or warranty shall not be relied upon by Parent or )) delivered to Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials its Affiliates or information made available to Parent and/or its Representatives in connection with presentations by the CompanyPurchaser’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation review of the condition, operations Business and business the negotiation and execution of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each including as to the accuracy or completeness thereof or the reasonableness of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not reliedany assumptions underlying any such forecasts, directly projections or indirectly, on any materials business plans or information made available to Parent and/or its Representatives by or on behalf of the Companyother information. Each of Parent and Purchaser Sub acknowledges and agrees that, except Except as expressly set forth in this Agreement, neither Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability to Purchaser Sub shall acquire or any of its Affiliates or Representatives or any other Person resulting from Purchaser’s use of, or the Purchased Assets use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller, the other Seller Entities or any of their respective Affiliates or Representatives, or Purchaser or its Affiliates or Representatives or any of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement. Each of Seller and the Assumed Liabilities without other Seller Entities and their respective Affiliates disclaims any representation or warrantyand all representations and warranties, whether express or implied, as except for the representations and warranties contained in this Article III. Notwithstanding anything in this Agreement to merchantabilitythe contrary, satisfactory quality neither Seller, the other Seller Entities nor any of their respective Affiliates makes any express or fitness for any particular purpose, in “as is” condition and on a “where is” basisimplied representation or warranty with respect to the Excluded Assets or the Retained Liabilities.

No Other Representations or Warranties. Except for the representations and warranties contained made by Parent and Merger Sub in this Article III or IV and in any certificate delivered hereunder or any other Transaction Document to which Parent, Merger Sub or any Subsidiary thereof is a party, none of Parent or Merger Sub makes or has made any representation or warranty, expressed or implied, at law or in equity, with respect to or on behalf of Parent, Merger Sub or their respective Subsidiaries, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding Parent or its Subsidiaries (including Merger Sub) or any other matter furnished or provided to the Company or made available to the Company in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Transactions. Without limiting the generality of the foregoing, Parent and its Subsidiaries (including Merger Sub) expressly disclaim any other representations or warranties, whether made by Parent or any of its Subsidiaries (including Merger Sub) or any of their respective Affiliates or Representatives on their behalf. Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties made by the Company in Article ‎III and in any certificate delivered hereunder (in each case, as qualified by the applicable items disclosed in the Company Disclosure Letter in accordance with the introduction to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationArticle ‎III), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, neither the Company subsidiaries or nor any other Person is making or has made any representations or warranty, expressed or implied, at law or in equity, with respect to or on behalf of the Company makesor its Subsidiaries, their respective businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or made available to Parent in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or has madein connection with, this Agreement or the Transactions. The representations and warranties made by the Company in Article ‎III and in any representation or warranty relating certificate delivered hereunder (in each case, as qualified by the applicable items disclosed in the Company Disclosure Letter in accordance with the introduction to itself or its business or otherwise, Article ‎III) constitute the sole and exclusive representations and warranties of the Company in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warrantiesTransactions. Each of Parent and Purchaser Merger Sub acknowledges specifically disclaims that it is relying upon or has conducted, to its satisfaction, its own independent investigation relied upon any such other representations or warranties that may have been made by any Person or the accuracy or completeness of the condition, operations and business of any information regarding the Company and in making or its determination Subsidiaries or any other matter furnished or provided to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser or Merger Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of Merger Sub in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, this Agreement or the Company. Each of Parent Transactions, and Purchaser Sub acknowledges and agrees thatthat the Company and its Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties or the accuracy or completeness of any information regarding the Company or its Subsidiaries or any other matter furnished or provided to Parent or Merger Sub or made available to Parent or Merger Sub in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, except as expressly set forth or in connection with, this Agreement, Purchaser Sub shall acquire Agreement or the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisTransactions.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III V, neither Purchaser nor any of its Affiliates makes any express or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any implied representation or warranty relating with respect to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesits Subsidiaries or Affiliates, including the Share Consideration or with respect to any materials other information provided, or information made available available, to Seller Parent and/or or any of its Affiliates or Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and hereby. Neither Purchaser Sub has relied solely on the results nor any of its own independent investigation and the terms of this Agreement and Affiliates has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantabilitythe prospects of the business of Purchaser or its Subsidiary or its profitability for Seller Parent, satisfactory quality or fitness with respect to any forecasts, projections or business plans prepared by or on behalf of Purchaser and delivered to Seller Parent in connection with Seller Parent’s review with respect to the Share Consideration and the negotiation and execution of this Agreement. Neither Purchaser nor any other Person will have, or be subject to, any liability or other obligation to Seller Parent, its Affiliates or Representatives or any other Person resulting from the issuance of the Share Consideration to Seller Parent or Seller Parent’s use of, or the use by any of its Affiliates or Representatives of any information, including information, documents, projections, forecasts or other material made available to Seller Parent, its Affiliates or any of their respective Representatives in a virtual data room, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Purchaser or its Affiliates, unless any such information is expressly and specifically included in a representation or warranty contained in this Article V. Each of Purchaser and its Affiliates disclaims any and all other representations and warranties, whether express or implied. None of the foregoing in this Section 5.20 shall in any event be deemed to relieve any Party from Liability for any particular purpose, in “as is” condition and on a “where is” basisfraud.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (xa) none of the CompanySeller, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Seller Entities or any of their Representativesrespective Affiliates has made any representation or warranty, expressed or implied, as to the Purchased Assets, the Assumed Liabilities, the Business, the Purchased Companies, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any materials information regarding the Purchased Assets, the Assumed Liabilities, the Business or information the Purchased Companies furnished or made available to Parent and/or Purchaser and its Representatives in connection with presentations by the Company’s management, are not Affiliates and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatRepresentatives, except as expressly set forth in this Agreement, (b) Purchaser Sub has not relied on any representation or warranty from Seller, the Seller Entities or any of their respective Affiliates in determining to enter into this Agreement, except as expressly set forth in this Agreement, and (c) none of Seller, the Seller Entities or any of their respective Affiliates shall have or be subject to any Liability to Purchaser or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives, or Purchaser’s or its Affiliates’ or Representatives’ use of, any such information, including any information, documents or material made available to Purchaser or its Affiliates or Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the Transaction and the other transactions contemplated hereby, except as otherwise set forth in this Agreement. Purchaser acknowledges that, should the Closing occur, Purchaser shall acquire the Purchased Assets (including the Purchased Entity Shares and the Purchased Venture Interests) and assume the Assumed Liabilities without any representation or warranty, express or implied, warranty as to merchantability, satisfactory quality merchantability or fitness thereof for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise set forth in this Agreement.

No Other Representations or Warranties. (a) Except for the representations and warranties contained expressly set forth in this Article III IV or in any certificate delivered by hereunder, neither the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or nor any other Person on behalf of the Company makes, or has mademade (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims), any express or implied representation or warranty relating with respect to itself the Company or its business any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Acquisition Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement, and Parent and Purchaser Acquisition Sub and their respective Representatives and Affiliates are not relying on, and waive any claim based on reliance on, any representation representation, warranty or warranty other information of the Company, any of the Company’s Subsidiaries or any other Person except for those expressly set forth in this AgreementArticle IV or in any certificate delivered hereunder. Except for the representations and warranties expressly set forth in this Article IV or in any certificate delivered hereunder, none of the Company, any of the Company’s Subsidiaries or any other Person makes (yand the Company, on behalf of itself, each of the Company’s Subsidiaries, and their respective Affiliates and Representatives, hereby disclaims) no person has been authorized by any express or implied representation or warranty (including as to completeness or accuracy) to Parent or Acquisition Sub with respect to, and none of the Company, the Company subsidiaries Company’s Subsidiaries or any other Person on behalf shall be subject to, any liability to Parent, Acquisition Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to Parent, Acquisition Sub or any of their Affiliates or their respective Representatives, or resulting from the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreementomission of, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesinformation, including any materials or information made available to Parent and/or its Representatives or Affiliates in connection with presentations by the Company’s management, are not management or information made available on any electronic data room for “Project Celestial” and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation maintained by the Company for purposes of the condition, operations Merger and business of the Company and in making its determination to proceed with the other transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on including the results of its own independent investigation and electronic data room hosted by Datasite under the terms of this Agreement and has not reliedtitle Celestial (collectively, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisVDR”).

No Other Representations or Warranties. Except for the representations and warranties contained in Article III III, any Local Purchase Agreement, any Local Asset Transfer Agreement or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationRelated Agreement, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanyDuPont, the Company subsidiaries Sellers or any of their respective Affiliates makes any express or implied representation or warranty with respect to DuPont, the Sellers, the Transferred DPC Companies, the Joint Ventures or any of their respective Affiliates or Subsidiaries, the DPC Shares, the Minority Investment Interests, the DPC Assets, the DPC Business or with respect to any other information provided, or made available, to Buyer or any of its Affiliates, agents or representatives in connection with the transactions contemplated hereby. None of DuPont, the Sellers or any other Person on behalf will have or be subject to any liability or other obligation to Buyer, its Affiliates, agents or representatives or any Person resulting from the sale of the Company makesDPC Shares, the Minority Investment Interests or the Joint Venture Interests to Buyer or Buyer’s use of, or has madethe use by any of its Affiliates or representatives of, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandumdocuments, presentation projections, forecasts or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information material made available to Parent and/or Buyer, its Representatives Affiliates or representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent unless any such information is expressly and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this specifically included in a representation or warranty contained in Article III, any Local Purchase Agreement, any Local Asset Transfer Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the CompanyRelated Agreement. Each of Parent DuPont and Purchaser Sub acknowledges the Sellers and agrees thattheir Affiliates disclaims any and all other representations and warranties, except as expressly set forth whether express or implied. Notwithstanding anything to the contrary contained in this Agreement, Purchaser Sub shall acquire neither DuPont, the Purchased Assets and the Assumed Liabilities without Sellers nor any of their respective Affiliates makes any express or implied representation or warrantywarranty with respect to Excluded Assets, express Excluded Businesses or implied, as to merchantability, satisfactory quality or fitness for any particular purposeRetained Liabilities, in “as is” condition each case, other than those representations and on a “where is” basiswarranties set forth in Section 3.10.

No Other Representations or Warranties. Except for the representations and warranties contained expressly set forth in this Article III or in any certificate delivered by IV, neither the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or nor any other Person on behalf of the Company makes, or has mademade (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims) any express or implied representation or warranty relating with respect to itself the Company or its business any of the Company’s Subsidiaries or with respect to the accuracy or completeness of any information provided, or made available, to Parent, Acquisition Sub or any of their Affiliates or Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement, and Parent and Purchaser Acquisition Sub and their respective Representatives and Affiliates are not relying on, and waive any claim based on reliance on, any representation representation, warranty or warranty other information of the Company, any of the Company’s Subsidiaries or any other Person except for those expressly set forth in this AgreementArticle IV. None of the Company, any of the Company’s Subsidiaries or any other Person makes (yand the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and Representatives, hereby disclaims) no person has been authorized by any express or implied representation or warranty (including as to completeness or accuracy) to Parent or Acquisition Sub with respect to, and none of the Company, the Company subsidiaries Company’s Subsidiaries or any other Person on behalf shall be subject to, any liability to Parent, Acquisition Sub or any other Person resulting from, the Company, the Company’s Subsidiaries or their respective Representatives providing or making available to Parent, Acquisition Sub or any of their Affiliates or their respective Representatives, or resulting from the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreementomission of, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, forecast, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativesinformation, including any materials or information made available to Parent and/or or its Representatives or Affiliates in connection with presentations by the Company’s management, are not management or information made available on any electronic data room for “Project Quantum” and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation maintained by the Company for purposes of the condition, operations Merger and business of the Company and in making its determination to proceed with the other transactions contemplated by this Agreement, each including the electronic data room hosted by Intralinks under the title Project Quantum (collectively, the “VDR”). Except for the representations and warranties contained in Article V, the Company acknowledges and agrees that none of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not reliedParent, directly Xxxxxx’s Subsidiaries (including Acquisition Sub) or indirectly, on any materials or information made available to Parent and/or its Representatives by or other Person on behalf of Parent makes, or has made, any express or implied representation or warranty with respect to Parent or Acquisition Sub, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Company. Each Merger or the other transactions contemplated by this Agreement, and the Company is not relying on any representation, warranty or other information of Parent and Purchaser Sub acknowledges and agrees that, any Person except as for those expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisherein.

No Other Representations or Warranties. Except AT&T acknowledges and agrees that, except for the representations and warranties contained expressly set forth in Article III or in this Agreement, the Ancillary Agreements and any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, neither Investor nor any other Person has made any express or implied representation or warranty with respect to the Transactions, the Investor, each Investor Ancillary Counterparty or with respect to the accuracy or completeness of any other information provided, or made available, to AT&T or any of its Subsidiaries or their respective Affiliates in connection with the Transactions and Parent and Purchaser Sub are AT&T has not relying relied on any representation or warranty of any Person except for other than those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or Ancillary Agreements and any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise certificate delivered in connection with this Agreement. Without limiting the generality of the foregoing sentence, AT&T acknowledges and agrees that it has not relied on any other information provided, or made available, to AT&T or any of its Subsidiaries or their respective Affiliates in connection with the Transactions, and if madethat neither Investor nor any of its Affiliates or any other Person shall be subject to any liability to AT&T or any other Person resulting from (i) any misrepresentation or omission by Investor or its Affiliates or any other Person with respect to such information or (ii) AT&T’s use of, or the use by any of its Affiliates or any other Person of, any such information, unless any such information is expressly and specifically included in a representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets Ancillary Agreements and the Assumed Liabilities without any certificate delivered in connection with this Agreement. AT&T expressly disclaims any express or implied representation or warrantywarranty with respect to the Business, express NewCo, any Transferred Subsidiary, Transferred Asset, Assumed Liability, AT&T or impliedany AT&T Entity (including any implied warranties that may otherwise be applicable because of the provisions of the UCC or any other applicable Law, as to merchantability, satisfactory quality or including the warranties of merchantability and fitness for any a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Investor or any of its Subsidiaries or their respective Affiliates in connection with the Transactions (including information, documents, projections, forecasts or other material made available to Investor, its Affiliates or their respective agents or Representatives in any “data rooms,” teaser, confidential information memorandum, management presentations or otherwise in connection with the Transactions or any misrepresentation or omission by AT&T or its Affiliates or any other Person with respect to any such information) other than those expressly set forth in Article IV (as is” condition and on a “where is” basisqualified by the AT&T Disclosure Letter).

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or and this Article IV (as qualified by the applicable items disclosed in Parent’s Disclosure Letter and Target Company’s Disclosure Letter), the Shareholder Agreement and any certificate delivered by the Company to Parent hereto or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationthereto, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of Parent, the Target Company, the Company subsidiaries any of their respective Affiliates or Representatives or any other Person makes any express or implied representation or warranty on behalf of Parent, the Target Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreementtheir respective Affiliates, and Parent and Purchaser Sub are the Target Company hereby disclaim any other representations or warranties, with respect to the subject matter of this Agreement. Furthermore, without limiting the foregoing sentence, except for the representations and warranties contained in Article III and this Article IV (as qualified by Parent’s Disclosure Letter and Target Company’s Disclosure Letter), the Shareholder Agreement and any certificate delivered hereto or thereto, Parent and the Target Company do not relying on give or make any warranty or representation as to (and shall have no indemnification obligation or, in the absence of Fraud, other liabilities in respect of) the accuracy or warranty reasonableness of any Person except for those expressly set forth in this Agreementforecasts, (y) no person has been authorized by the Companyestimates, the Company subsidiaries projections, statements of intent or statements of opinion provided to Purchaser, any of its Affiliates, or any other Person of their respective Representatives on behalf or prior to the date of the Company to make any representation or warranty relating to itself or its business or otherwise this Agreement in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by including in any “Confidential Information Presentation” relating to Parent or Purchaser Sub as having been authorized by such entitythe Target Business, any management presentations, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warrantiesVirtual Data Room. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except for the representations and warranties contained in Article III and this Article IV (as expressly set forth in this Agreementqualified by Parent’s Disclosure Letter and Target Company’s Disclosure Letter), Purchaser Sub shall acquire the Purchased Assets Shareholder Agreement and any certificate delivered hereto or thereto, none of Parent, the Assumed Liabilities without Target Company or any of their respective Affiliates is making any representation or warrantywarranty regarding any documents, express projections, forecasts, statement or impliedother information made, as to merchantability, satisfactory quality communicated or fitness for any particular purposefurnished (orally, in “as is” condition writing, in the Virtual Data Room, in management presentations (including any questions posed and on a “where is” basisanswers given and any related discussions, whether formal or informal) or otherwise) to Purchaser, any of its Affiliates, or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to such Person by any Representatives of Parent, the Target Company or any of their respective Affiliates), in connection with this Agreement.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III IV or in the other Transaction Documents (or any certificates delivered by any Seller Party to Purchaser in accordance with this Agreement), Purchaser acknowledges and agrees that none of the Seller Parties or any other Person makes any other express, implied or statutory representation or warranty with respect to the Business, the Purchased Assets, the Assumed Liabilities or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non infringement, including as to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets and the operation of the Business by Purchaser after the Applicable Closing, in any manner other than as used and operated by the Seller Parties, or (c) the probable success or profitability of the ownership, use or operation of the Purchased Assets by Purchaser after the Applicable Closing. Except for the representations and warranties contained in this Article IV or in the other Transaction Documents (or any certificate delivered by the Company any Seller Party to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other informationin accordance with this Agreement), each of Parent all Purchased Assets are conveyed on an “AS IS” and Purchaser Sub acknowledges that (x) none “WHERE IS” basis. Except for Liabilities in respect of the Companyrepresentations and warranties contained in this Article IV or in the other Transaction Documents (or any certificates delivered by any Seller Party to Purchaser in accordance with this Agreement), and the Company subsidiaries indemnification obligations set forth herein, no Seller Party or any other Person on behalf of will have or be subject to any liability or indemnification obligation to Purchaser or any other Person for any information provided to the Company makesPurchaser or its representatives relating to the Business, the Purchased Assets, or has made, any representation or warranty relating to itself or its business or otherwise, otherwise in connection with this Agreement or expectation of the transactions contemplated by this AgreementAgreement and any information, document, or material made available to Purchaser or its counsel or other representatives in Purchaser’s due diligence review, including in certain “data rooms” (electronic or otherwise) or management presentations. The representations, warranties, covenants and obligations of Purchaser, and Parent the rights and remedies that may be exercised by Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon limited or otherwise affected by Parent or Purchaser Sub as having been authorized by such entitya result of any information furnished to, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials investigation made by or information provided or addressed to Parentknowledge of, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisrepresentatives.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in Article III or in any certificate delivered IV (as modified by the Company TAL Disclosure Letter), or the certificates delivered pursuant to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information)Section 8.2, each of Parent Triton, Holdco and Purchaser Sub acknowledges the Merger Subs acknowledge that (xi) none of the Company, the Company subsidiaries or neither TAL nor any other Person on behalf of TAL makes any other express or implied representation or warranty in connection with the Company makestransactions contemplated by this Agreement and (ii) TAL hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Triton, Holdco or the Merger Subs or their respective Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Triton or any of its Affiliates or Representatives by any director, officer, employee, agent, consultant or other Representative of TAL or its Affiliates). Triton, Holdco and the Merger Subs further acknowledge that neither TAL nor any of their respective Affiliates or any other Person has made, made any representation or warranty relating warranty, express or implied, as to itself the accuracy or completeness of any information regarding TAL or any of its business or otherwiseSubsidiaries, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are that is not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, and, except for the representations and warranties expressly contained in Article IV (y) no person has been authorized as modified by the CompanyTAL Disclosure Letter), or the Company subsidiaries certificates delivered pursuant to Section 8.2, neither TAL nor any of its Affiliates or any other Person on behalf of will have or be subject to any liability to Triton, Holdco, the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation Merger Subs or any other materials Person resulting from the distribution to Triton or information provided its Representatives or addressed to ParentTriton’s or its Representatives’ use of, Purchaser Sub or any of their Representativessuch information, including any materials data room information provided to Triton or its Representatives, or any other document or information made available in any form provided to Parent and/or Triton or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warrantiestransactions contemplated hereby. Each of Parent Triton, Holdco and Purchaser Sub the Merger Subs acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business businesses of the Company TAL and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent Triton, Holdco and Purchaser Sub the Merger Subs has relied solely on the results of its own independent investigation together with the representations and the terms of this Agreement warranties and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as other provisions expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or Section 2 and in any certificate delivered by the Company to Parent or Purchaser Sub Purchase Agreement (and notwithstanding the delivery or disclosure to Parent Holder or its Representatives of any documentation, projections, estimates, budgets or other information), each Holder acknowledges that none of Parent and Purchaser Sub acknowledges that (x) none or any of the Company, the Company subsidiaries its respective Subsidiaries or any other Person on behalf of the Company makes, Parent has made or has made, makes any other express or implied representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreementhereby, and Parent and Purchaser Sub are Holder has not relying relied on any such representation or warranty from Parent or any of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries its Subsidiaries or Affiliates or any other Person on behalf of Parent in determining to enter into this Agreement. Without limiting the Company to make foregoing, Holder acknowledges that (a) none of Parent or any of its respective Affiliates or Subsidiaries or any other Person on behalf of Parent has made or makes any representation or warranty relating to itself regarding future operating or its business financial results, estimates, projections, forecasts, plans or otherwise in connection with this Agreementprospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects), and if made, Holder has not relied on any such representation or warranty shall not be relied upon by from Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation of its Subsidiaries or Affiliates or any other materials Person on behalf of Parent in determining to enter into this Agreement and (b) Holder shall not have any claim against Parent or any of its Subsidiaries resulting from any such information provided or addressed made available to Parent, Purchaser Sub Holder or any of their its Representatives, including and any materials or information made available such claim is hereby expressly waived. Holder agrees and acknowledges that neither Parent nor any of its affiliates has offered any tax advice to Parent and/or its Representatives Holder in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreementagreement, each of that Holder has sought counsel from its own advisors to the extent it deemed necessary, and that neither Parent and Purchaser Sub has relied solely on the results nor any of its own independent investigation and affiliates is making any representation, warranty or other guarantee regarding the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf tax consequences of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in transactions contemplated by this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for None of Wellmont nor any affiliate thereof, nor any of their agents (financial, legal or otherwise), makes or has made any representations or warranties, express or implied, of any nature whatsoever relating to Wellmont or the Wellmont Subsidiaries or the business of Wellmont and the Wellmont Subsidiaries or otherwise in connection with the transactions contemplated by this Agreement, other than those representations and warranties of Wellmont expressly set forth in this ARTICLE III. Wellmont hereby expressly disclaims, and MSHA acknowledges that it is not relying on, any other express or implied representations or warranties with respect to any matter whatsoever, including any express or implied representation or warranty as to the completeness of the information contained in Article III this Agreement. Without limiting the generality of the foregoing, MSHA acknowledges that none of Wellmont nor any affiliate or agents thereof has made, and shall not be deemed to have made, any representations or warranties, express or implied, in, or concerning the accuracy or completeness of, the materials relating to the business of Wellmont and the Wellmont Subsidiaries made available to MSHA and its affiliates and agents, including due diligence materials, or in any certificate delivered presentation about the business of Wellmont and the Wellmont Subsidiaries by the Company to Parent Wellmont, management of Wellmont or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, others in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on no statement contained in any of such materials or made in any such presentation shall be a representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business hereunder or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent MSHA in executing, delivering and performing this Agreement. MSHA acknowledges that any cost estimates, projections or Purchaser Sub as having been authorized by such entityother predictions, and (z) any estimate, projection, prediction, data, any future financial information, memorandum, presentation information or any other memoranda or offering materials or information provided or addressed to Parent, Purchaser Sub or any of their Representativespresentations, including but not limited to, any confidential information memorandum or similar materials or information made available to Parent and/or by Wellmont, its Representatives in connection with presentations by the Company’s management, affiliates or agents are not and shall not be deemed to be or to include representations or warranties. Each warranties of Parent Wellmont, and Purchaser Sub acknowledges that it has conductedare not and shall not be relied upon by MSHA or its affiliates in executing, to its satisfaction, its own independent investigation of the condition, operations delivering and business of the Company and in making its determination to proceed with the transactions contemplated by performing this Agreement. Furthermore, Wellmont and MSHA each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all parties to this Agreement specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth an ordinary seller in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisan arm’s- length transaction.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIII, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanySeller, the Company subsidiaries FH Share Sellers, the FH Asset Sellers nor any of their respective Affiliates makes any express or implied representation or warranty with respect to Seller, the FH Share Sellers, the FH Asset Sellers, the Transferred FH Companies or their Closing Subsidiaries or any of their respective Affiliates, the FH Shares, the Acquired FH Assets, the FH Assets, the FH Business or with respect to any other information provided, or made available, to Buyer or any of its Affiliates, agents or representatives in connection with the transactions contemplated hereby. None of Seller, the FH Share Sellers, the FH Asset Sellers or any other Person on behalf will have or be subject to any liability or other obligation to Buyer, its Affiliates, agents or representatives or any Person resulting from the sale of the Company makesFH Shares or the Acquired FH Assets to Buyer or Buyer’s use of, or has made, the use by any representation of its Affiliates or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty representatives of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandumincluding information, presentation documents, projections, forecasts or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information material made available to Parent and/or Buyer, its Representatives Affiliates or representatives in any “data rooms,” teaser, confidential information memorandum or management presentations in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent unless any such information is expressly and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of specifically included in a representation or warranty contained in this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the CompanyArticle III. Each of Parent Seller, the FH Asset Sellers and Purchaser Sub acknowledges the FH Share Sellers and agrees thattheir Affiliates disclaims any and all other representations and warranties, except as expressly set forth whether express or implied. Notwithstanding anything to the contrary contained in this Agreement, Purchaser Sub shall acquire neither Seller, the Purchased Assets and FH Share Sellers, the Assumed Liabilities without FH Asset Sellers nor any of their respective Affiliates makes any express or implied representation or warrantywarranty with respect to Excluded Assets, express Excluded Businesses or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.Retained Liabilities. 21 ARTICLE IV

No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to IV, no Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationParty, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or nor any other Person on behalf of the Company makesany Parent Party, makes any other express or has made, any implied representation or warranty relating with respect to itself the Parent Parties or with respect to any other information provided to the Acquired Companies or their Representatives, including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business of the Parent Parties, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding the Parent Parties furnished to the Company or its business Representatives or otherwisemade available to the Company and its Representatives in any “data rooms,” “virtual data rooms,” management presentations, through the SEC’s Xxxxx website, or in any other form in expectation of, or in connection with this Agreement with, the Transactions, or the transactions contemplated by this Agreementin respect of any other matter or thing whatsoever, and no Affiliate or Representative of the Parent and Purchaser Sub are Parties has any authority, express or implied, to make any representations, warranties or agreements not relying on any representation or warranty of any Person except for those expressly specifically set forth in this Agreement, (y) no person has been authorized and the Parent Parties disclaim any other representations or warranties, whether made by the Company, the Parent Parties or any of their respective Affiliates or Representatives. No Parent Party nor any other Person will have or be subject to any liability to an Acquired Company subsidiaries or any other Person on behalf resulting from the distribution to the Acquired Companies or the Acquired Companies’ use of, any such information, including any information, documents, projections, forecasts or other material made available to the Acquired Companies or their Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of the Company to make any representation other matter or warranty relating to itself thing whatsoever (electronic or its business otherwise) or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation expectation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisTransactions.

No Other Representations or Warranties. Except for the representations and warranties contained expressly made by the Company in Article this ‎Article III or in any certificate delivered by pursuant to this Agreement, neither the Company nor any other Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to Parent the Company, any of its Subsidiaries or Purchaser Sub their respective business, operations, assets, liabilities, condition (and financial or otherwise), notwithstanding the delivery or disclosure to Parent and Merger Sub or its any of their Affiliates or Representatives of any documentation, projections, estimates, budgets forecasts or other information)information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, each neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub or any of Parent and Purchaser Sub acknowledges that their respective Representatives with respect to (xa) none of any financial projection, forecast, estimate, or budget relating to the Company, any of its Subsidiaries or their respective businesses or (b) except for the representations and warranties made by the Company subsidiaries in this ‎Article III, any oral or written information presented to Parent, Merger Sub or any other Person on behalf of their respective Representatives in the course of their due diligence investigation of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by negotiation of this Agreement, . Except for the representations and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those warranties expressly set forth in this Agreement‎Article IV, (y) no person the Company hereby acknowledges that neither Parent nor any of its Subsidiaries, nor any other Person, makes or has been authorized made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub or their respective business or operations, including with respect to any information provided or made available to the Company, its Subsidiaries or any of their respective Representative or any information developed by the Company, its Subsidiaries or any of their respective Representatives. The Company hereby acknowledges that, except for the representations and warranties expressly set forth in ‎Article IV or in any certificate delivered pursuant to this Agreement, the Company subsidiaries has not relied on such information or on any other Person on behalf of the Company to make any representation or warranty relating to itself (express or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial informationimplied), memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each Parent or Merger Sub (or any of their respective Affiliates) and will have no claim against Parent and Purchaser Sub acknowledges and agrees thator any of its Affiliates, or any of their respective Representatives, with respect thereto, except as expressly set forth in pursuant to the express terms of this Agreement, Purchaser Sub shall acquire including on account of a breach of any of the Purchased Assets and the Assumed Liabilities without any representation representations, warranties, covenants or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisagreements set forth herein.

No Other Representations or Warranties. Except for the representations Seller expressly agrees and warranties contained acknowledges, on behalf of itself and its Affiliates, that (a) except as expressly set forth in Article III IV, none of Parent, Purchaser or in any certificate delivered by the Company of their Representatives has made or makes any representation or warranty, expressed or implied, as to Parent Shares, or Purchaser Sub (and notwithstanding the delivery business of Parent, or disclosure the accuracy or completeness of any information regarding Parent Shares or the business of the Parent, furnished or made available to Parent Seller or its Representatives, (b) without limiting the generality of the foregoing, none of Parent, Purchaser or any of their Representatives of has made or makes any documentationrepresentation or warranty with respect to any projections, projectionsforecasts, plans, prospects, estimates, budgets or other informationinformation regarding future revenues, expenses or expenditures, future results of operations (or any component thereof), each future cash flows (or any component thereof) or future financial condition (or any component thereof) of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf future business, operations or affairs of the Company makesParent, or (c) Seller has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying relied on any representation or warranty or other information described in this Section 3.25 in determining to enter into this Agreement or otherwise and (d) none of Parent or any Person except for those expressly set forth of its Affiliates shall have, or be subject to, any Liability to Seller or any of its Representatives resulting from the distribution to Seller or its Representatives, or Seller’s or its Representatives’ use of, any such information, including any information, documents or material made available to Seller or its Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, (y) the Transaction and the other transactions contemplated hereby. Notwithstanding anything contain to herein to the contrary, that in no person has been authorized event shall the foregoing acknowledgements and disclaimers be deemed to exclude Liability for fraud committed by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise Purchaser Parties in connection with this Agreement, and if made, such representation the other Transaction Documents or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisTransaction.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (xa) none of the CompanySeller, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub Seller Subsidiaries or any of their Representativesrespective Affiliates or Representatives has made any representation or warranty, expressed or implied, as to the Acquired Assets, the Assumed Liabilities, the Business, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any materials information regarding the Acquired Assets, the Assumed Liabilities or information the Business furnished or made available to Parent and/or Purchaser and its Representatives in connection with presentations by the Company’s management, are not Affiliates and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees thatRepresentatives, except as expressly set forth in Article III, as qualified by the Seller Disclosure Schedule, (b) Purchaser has not relied on, and expressly disclaims any reliance upon, any representation or warranty from Seller, the Seller Subsidiaries or any of their respective Affiliates or Representatives in determining to enter into this Agreement, except as expressly set forth in Article III, as qualified by the Seller Disclosure Schedule, and (c) except in the case of Actual Fraud, none of Seller, the Seller Subsidiaries or any of their respective Affiliates or Representatives shall have or be subject to any Liability to Purchaser Sub or any of its Affiliates or Representatives resulting from the distribution to Purchaser or its Affiliates or Representatives, or Purchaser’s or its Affiliates’ or Representatives’ use of, any such information, including any information, documents or material made available to Purchaser or its Affiliates or Representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the transactions contemplated hereby. Purchaser acknowledges that, should the Closing occur, Purchaser shall acquire the Purchased Assets and Acquired Assets, the Assumed Liabilities and the Business without any representation or warranty, express or implied, warranty as to merchantability, satisfactory quality merchantability or fitness thereof for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Agreement.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent expressly set forth in this Agreement and Purchaser Sub acknowledges that (x) none of the CompanyOther Transaction Agreements, neither the Company subsidiaries or Parent nor any other Person makes any other express or implied representation or warranty on behalf of Parent or any of its Subsidiaries (including Wimbledon) with respect to Wimbledon, its Subsidiaries, the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement Snacks Business or the transactions contemplated by this Agreement, Agreement and Parent the Other Transaction Agreements. The representations and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth warranties made in this AgreementAgreement and the Other Transaction Agreements with respect to Wimbledon, (y) no person has been authorized by the Companyits Subsidiaries, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, Snacks Business and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each Agreement and the Other Transaction Agreements are in lieu of all other representations and warranties Parent and Purchaser Sub has relied solely on the results its Subsidiaries might have given Acquiror, including implied warranties of its own independent investigation merchantability and the terms implied warranties of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Companyfitness for a particular purpose. Each of Acquiror acknowledges that all other warranties that Parent and Purchaser Sub its Subsidiaries or anyone purporting to represent Parent and its Subsidiaries gave or might have given, or which might be provided or implied by applicable Law or commercial practice, with respect to Wimbledon, its Subsidiaries, the Snacks Business, are hereby expressly excluded. Acquiror acknowledges and agrees that, except as expressly set forth provided herein or the Other Transaction Agreements, neither Parent nor any of its Subsidiaries nor any other Person acting on their behalf will have or be subject to any Liability or indemnification obligation to Acquiror or any other Person acting on its behalf resulting from the distribution in written or oral communication to Acquiror, or use by Acquiror of, any information, documents, projections, forecasts or other material made available to Acquiror, confidential information memoranda or management interviews and presentations in expectation of the transactions contemplated by this Agreement, Purchaser Sub shall acquire the Purchased Assets Agreement and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisOther Transaction Agreements.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each Each of Parent and Purchaser Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Company Intellectual Property, technology, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and each of them acknowledges that it and its respective Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries that it and its respective Representatives have requested to review, and that it and its Representatives have had the opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries. Each of Parent and Merger Sub acknowledges that (x) none of the Company, neither the Company subsidiaries or nor any other Person on behalf of the Company makes, and none of Parent or Merger Sub has maderelied upon, any express or implied representation or warranty relating with respect to itself the Company or any of its business Subsidiaries or otherwise, with respect to any other information provided to Parent or Merger Sub in connection with this Agreement or the transactions contemplated by this Agreement, hereby including the accuracy or completeness thereof other than the representations and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth warranties contained in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warrantiesArticle IV. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Merger Sub acknowledges and agrees thatthat neither the Company nor its Subsidiaries nor any other Person (including any officer, except as expressly set forth director, member or partner of the Company or any of its Subsidiaries or any of their respective Affiliates) will have or be subject to any liability to Parent, Merger Sub or any other Person, resulting from Parent’s or Merger Sub’s use of any information, documents or material made available to Parent, Merger Sub or their Representatives in this Agreementany “data rooms,” management presentations, Purchaser Sub shall acquire due diligence or in any other form in expectation of the Purchased Assets and Offer, the Assumed Liabilities without Merger or any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisof the other transactions contemplated hereby.

No Other Representations or Warranties. Except for the express written representations and warranties made by Parent, Intermediate Holdco and Merger Sub contained in this Article IV and the certificate delivered pursuant to Section 7.3(c), neither Parent, Intermediate Holdco, Merger Sub nor any Representative or other Person on behalf of either makes any express or implied representation or warranty with respect to them or any of their Affiliates or any of its or their respective business, assets, Liabilities, financial condition or results of operations or with respect to any other information provided to the Company in connection with the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Section 4.12 shall limit any remedy available to the Company in the event of fraud with respect to the representations and warranties made by Parent, Intermediate Holdco or Merger Sub in this Agreement. Parent, Intermediate Holdco and Xxxxxx Sub each acknowledges and agrees (in each case individually and on behalf of each of their respective controlled Affiliates, each of the direct and indirect stockholders, partners, managers or other equity or security holders of Parent, Intermediate Holdco, Merger Sub or any of their respective Affiliates and any Representative of any of the foregoing (each, a “Parent Related Party” and, collectively, the “Parent Related Parties”)), that, except for the representations and warranties contained expressly set forth in Article III and the certificate delivered pursuant to Section 7.2(d) or in any certificate delivered by the Company to Parent or Purchaser Sub Support Agreement (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (xa) none of the Company, any Affiliates thereof, any direct or indirect stockholder, partner, manager or other equity or security holder of the Company subsidiaries or any Affiliate thereof or any Representative of any of the foregoing (each, a “Company Related Party” and, collectively, the “Company Related Parties”) or any other Person on behalf of the Company makes, or has made, any representation representations or warranty warranties relating to itself or its business, the Company or its business or otherwise, any other matter in connection with this Agreement or the transactions contemplated by entry into this Agreement, the Merger and the other transactions contemplated hereby, and none of Parent, Intermediate Holdco, Merger Sub or any other Parent Related Party is relying or has relied on (and Purchaser each of Parent, Intermediate Holdco and Merger Sub are not relying on expressly disclaims reliance on) any representation or warranty of any of the Company or any Company Related Party or any other Person except for those the representations and warranties of the Company expressly set forth in Article III of this Agreement, in the certificate delivered pursuant to Section 7.2(d) or in any Support Agreement (yb) other than in any Support Agreement, no person Person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company Related Party to make any representation or warranty relating to itself the Company or its business any Company Related Party or otherwise any of their respective businesses or any other matter in connection with the entry into this Agreement, the Merger and the other transactions contemplated hereby, and if made, such representation or warranty shall must not be relied upon by Parent, Merger Sub or any Parent Related Party or Purchaser Sub any other Person as having been authorized by such entitythe Company or any Company Related Party, and (zc) any estimateestimates, projectionprojections, predictionpredictions, data, financial information, memorandummemoranda, presentation presentations or any other materials or information provided or addressed to Parent, Purchaser Intermediate Holdco, Merger Sub or any of their Representatives, including Parent Related Party or any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, other Person are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business warranties of the Company (and in making its determination have not been relied upon by Parent, Intermediate Holdco, Merger Sub or any Parent Related Party or any other Person) except (and only to proceed the extent that) an express representation or warranty is made by the Company with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any respect to such materials or information made in an express representation or warranty of the Company set forth in Article III, in the certificate delivered pursuant to Section 7.2(d) or in any Support Agreement; provided that the foregoing shall not limit any remedy available to Parent and/or its Representatives in the event of fraud with respect to the representations and warranties made by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth Company in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.

No Other Representations or Warranties. Except for the representations and warranties contained of the Seller expressly set forth in this Article III or in any certificate delivered by III, neither the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationSeller, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, any Subsidiary of the Company subsidiaries or foregoing, nor any other Person on behalf of the Company makesSeller, the Company, any Subsidiary of the foregoing, or any of their respective Affiliates or Representatives, has made, made or makes any express or implied representation or warranty relating with respect to itself the Seller, the Company, any Subsidiary of the foregoing, or any of their assets, properties and businesses, the transactions contemplated by this Agreement or the Ancillary Agreements, or with respect to any other information provided to the Buyer, its business Affiliates or otherwise, Representatives in connection with this Agreement the transactions contemplated hereby or thereby. Neither the Seller, the Company, any Subsidiary of the foregoing, nor any other Person on behalf of the Seller, the Company, any Subsidiary of the foregoing, or any 41 of their respective Affiliates or Representatives, shall have, or be subject to, any liability or obligation to the Buyer, its Affiliates or Representatives or any other Person resulting from the distribution to the Buyer or the Buyer’s use of, or the use by any of the Buyer’s Affiliates or Representatives of, any information provided to the Buyer, its Affiliates or Representatives in connection with the transactions contemplated hereby, including any information, documents, projections, forecasts or other material made available to the Buyer, its Affiliates or Representatives in certain “data rooms,” confidential information memoranda, descriptive memoranda, or presentations by or discussions with management in expectation of the transactions contemplated by this Agreement, unless and Parent solely to the extent that any such information is expressly and Purchaser Sub are not relying on any specifically included in a representation or warranty of any Person except for those expressly set forth contained in this AgreementArticle III. THE SELLER HEREBY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisWHETHER EXPRESS OR IMPLIED.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by the Company to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentationIII, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Companyneither Seller, the Company subsidiaries other Seller Entities nor any of their respective Affiliates, Representatives or any other Person on behalf of the Company makes, makes any express or has made, any implied representation or warranty relating with respect to itself Seller, the other Seller Entities, or any of their respective Affiliates, the Purchased Assets, the Assumed Liabilities, the Business or with respect to any other information provided, or made available, to Purchaser or any of its business Affiliates or otherwise, Representatives in connection with the Transaction and the other transactions contemplated by this Agreement Agreement. Neither Seller nor any of its Affiliates, Representatives or any other Person has made any express or implied representation or warranty with respect to the prospects of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans or other information (including any Evaluation Material (as defined in the Confidentiality Agreement)) delivered to Purchaser or any of its Affiliates or Representatives in connection with Purchaser’s review of the Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the reasonableness of any assumptions underlying any such forecasts, projections or business plans or other information. Neither Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Purchaser or any of its Affiliates or Representatives or any other Person resulting from the sale and purchase of the Purchased Assets or the Business or Purchaser’s use of, or the use by any of its Affiliates or Representatives of, any information, including information, documents, projections, forecasts, business plans or other material (including any Evaluation Material (as defined in the Confidentiality Agreement)) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller, the other Seller Entities or any of their respective Affiliates or Representatives, or Purchaser or its Affiliates or Representatives or any of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation Seller and the terms of this Agreement other Seller Entities and has not reliedtheir respective Affiliates disclaims any and all representations and warranties, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, whether express or implied, as to merchantability, satisfactory quality or fitness except for any particular purpose, the representations and warranties contained in “as is” condition and on a “where is” basisthis Article III.

No Other Representations or Warranties. Except for (a) The Purchaser acknowledges and agrees that (i) the representations Sellers and warranties contained in Article III or in any certificate delivered by the Company do not make, and have not made, any representations or warranties relating to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the CompanySellers, the Company subsidiaries or any other Person on behalf of the Company makesCompany’s Subsidiaries, or has madeProvider, any representation or warranty relating to itself or its business or otherwise, otherwise in connection with this Agreement or the transactions contemplated by this Agreementherein, and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for other than those expressly set forth in Articles III and IV of this Agreement, and (yii) except as to such representations and warranties expressly set forth in Articles III and IV of this Agreement, all property conveyed pursuant to this agreement will be on an “as is,” “where is,” “with all faults” basis and without any other representation or warranty, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, operability, capacity, or condition. Without limiting the generality of the foregoing, the Purchaser agrees that any estimates, projections, forecasts or other predictions, data, financial, information, documents, reports, sales brochure or other literature, maps or sketches, statements (oral or written), summaries, abstracts, indexes, descriptions or presentations (including, without limitation, any management presentation or property or facility tour or due diligence investigation), provided to or obtained by the Purchaser and concerning the Sellers, the Company or the Company’s Subsidiaries or Provider (collectively, the “Information”), are not and shall not be deemed to be, constitute or include representations or warranties of the Sellers or the Company, and that the only representations and warranties made by the Sellers or the Company are those expressly set forth herein. The Purchaser acknowledges that it has not relied and is not relying on any Information other than the Company’s and Sellers’ representations and warranties expressly set forth herein. The Purchaser acknowledges that no person Person has been authorized by the Company, the Company subsidiaries Sellers or any other Person on behalf of the Company to make any representation or warranty relating to itself the Sellers, the Company or its business the Company’s Subsidiaries, or Provider, or otherwise in connection with this Agreementthe transactions contemplated herein and, and if made, such representation or warranty shall may not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basisPurchaser.

No Other Representations or Warranties. Except Purchaser agrees that, except for the representations and warranties made by any one or more of the Seller, and expressly set forth in this Agreement and the representations and warranties contained in Article III or in any certificate the documents delivered by Seller at Closing (collectively, the Company to Parent “Seller Representations”) no Seller, Current Operating Tenant or Purchaser Sub Current Manager or any of their respective representatives have made (and notwithstanding the delivery or disclosure shall not be construed as having made) to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Sub acknowledges that (x) none of the Company, the Company subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreement, and Parent and Purchaser Sub are not relying on representatives thereof any representation or warranty of any Person except for those expressly set forth in this Agreementkind, (y) no person has been authorized by the Companyincluding, the Company subsidiaries or any other Person on behalf of the Company to make without limitation, any representation or warranty relating as to itself the truth, accuracy or its business completeness of any of the materials delivered to or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon received by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives Purchaser’s affiliates in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and in making its determination to proceed with the transactions contemplated by this Agreementhereby. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE PURCHASED PROPERTY “AS-IS, each of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not reliedWHERE IS AND WITH ALL FAULTS” IN THE PRESENT CONDITION OF EACH FACILITY, directly or indirectlySUBJECT TO REASONABLE USE, on any materials or information made available to Parent and/or its Representatives by or on behalf of the CompanyWEAR AND TEAR, CASUALTY AND CONDEMNATION, AS PROVIDED HEREIN, BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE. Each of Parent and Purchaser Sub acknowledges and agrees thatIT IS UNDERSTOOD AND AGREED THAT, except as expressly set forth in this AgreementEXCEPT FOR THE SELLER REPRESENTATIONS, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warrantyNONE OF SELLER, express or impliedCURRENT OPERATING TENANT OR CURRENT MANAGER, as to merchantabilityOR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING NOR HAS AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, satisfactory quality or fitness for any particular purposeEXPRESSED OR IMPLIED, in “as is” condition and on a “where is” basisWITH RESPECT TO THE PURCHASED PROPERTY OR SELLER, CURRENT OPERATING TENANT OR CURRENT MANAGER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, OR THE COMPLIANCE OF SELLER OR THE PURCHASED PROPERTIES WITH APPLICABLE LAWS. PURCHASER AND ITS AFFILIATES HAVE HAD THE OPPORTUNITY TO CONDUCT ALL INSPECTIONS AND INVESTIGATIONS OF THE PURCHASED PROPERTY AND TO REVIEW OTHER MATERIALS RELATING TO THE OPERATION OF THE PURCHASED PROPERTY AND THE BUSINESS. NONE OF PURCHASER NOR ANY OF PURCHASER’S AFFILIATES HAS RELIED AND WILL NOT RELY ON, AND NONE OF SELLER, OR CURRENT MANAGER, OR ANY OF THEIR RESPECTIVE AFFILIATES ARE LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANY PURCHASED PROPERTY, CURRENT OPERATING TENANT OR SELLER OR ANYTHING RELATING THERETO MADE OR FURNISHED BY ANY REAL ESTATE BROKER, INVESTMENT BANKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, CURRENT OPERATING TENANT OR CURRENT MANAGER, OR ANY OF THEIR RESPECTIVE AFFILIATES, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS INCLUDED IN THE SELLER REPRESENTATIONS. NOTWITHSTANDING THE FOREGOING, SELLER’S LIABILITY SHALL NOT BE LIMITED BY THIS SECTION 6.33 IN THE EVENT THAT SELLER KNOWINGLY WITHHOLDS FROM PURCHASER ANY INFORMATION THAT IS IN SELLER’S POSSESSION OR UNDER SELLER’S CONTROL, THE DISCLOSURE OF WHICH IS REQUIRED TO MAKE ANY OF THE REPORTS OR OTHER WRITTEN MATERIALS PREPARED BY ANY SELLER PARTY, CURRENT OPERATING TENANT OR CURRENT MANAGER (INCLUDING ANY OF THEIR RESPECTIVE AFFILIATES) TRUE AND CORRECT IN ALL MATERIAL RESPECTS. THE PROVISIONS OF THIS SECTION 6.33 SHALL SURVIVE THE CLOSING.

No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in V (including any certificate delivered by the Company representation deemed to Parent or Purchaser Sub (and notwithstanding the delivery or disclosure be made under Section 5.13 pursuant to Parent or its Representatives Section 6.4(c)), no Buyer Party nor any other Person, including any Affiliate of any documentationBuyer Party, projectionsmakes or has made any other express or implied representation or warranty with respect to the Buyer Parties or with respect to any other information provided to the Partnership Parties, estimatesthe Board, budgets the Conflicts Committee or their respective Representatives in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, including the Merger. Without limiting the generality of the foregoing, except to the extent required otherwise by applicable Law, neither the Buyer Parties nor any other Person will have or be subject to, and each Buyer Party disclaims, any Liability or other information), each of Parent and Purchaser Sub acknowledges that (x) none of obligation to the Company, the Company subsidiaries Partnership Parties or any other Person on behalf of resulting from the Company makesdistribution or communication to the Partnership Parties, the Board or the Conflicts Committee (including their respective Representatives) of, or has madethe Partnership’s or the Partnership GP’s (or such Representatives’) use of, any representation such information, including any information, documents, projections, forecasts or warranty relating other materials made available, distributed or communicated to itself the Partnership Parties, the Board, the Conflicts Committee or its business or otherwise, their respective Representatives in connection with this Agreement or the transactions contemplated by this AgreementAgreement or the other Transaction Documents, and Parent and Purchaser Sub are not relying on unless any such information is the subject of an express representation or warranty of set forth in this Article V (including any Person representation deemed to be made under Section 5.13 pursuant to Section 6.4(c)). The Buyer Parties acknowledge and agree that, except for those the representations and warranties contained in Article IV, the Buyer Parties have not relied on, and none of the Partnership Parties or any of their respective Affiliates or Representatives has made, any representation, warranty or statement, including as to the accuracy or completeness thereof, either express or implied, whether written or oral, concerning the Partnership Entities or any of their respective Affiliates or any of their respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, the transactions contemplated by this Agreement and the other Transaction Documents or otherwise with respect to information provided by or on behalf of the Partnership Parties or any of their respective Affiliates or Representatives. Except as otherwise expressly set forth in this Agreement, (y) no person has been authorized by the CompanyBuyer Parties understand and agree that any inventory, the Company subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this Agreementequipment, and if madeassets, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations properties and business of the Company Partnership Entities are furnished “AS IS,” “WHERE IS” and, subject to the representations and warranties contained in making its determination to proceed Article IV, with the transactions contemplated by this Agreement, each of Parent all faults and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any other representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for warranty of any particular purpose, in “as is” condition and on a “where is” basisnature whatsoever.

No Other Representations or Warranties. Except for the representations and warranties expressly contained in this Article III IV, neither Sirius nor any of its Affiliates nor any Person acting on any of their behalf makes any other express or in any certificate delivered by the Company implied representations or warranties with respect to Parent (a) Sirius or Purchaser Sub any of its Subsidiaries, any of their businesses, operations, assets, liabilities, condition (and notwithstanding the delivery financial or disclosure otherwise) or prospects or any other matter relating to Parent Sirius or its Representatives Subsidiaries or (b) the accuracy or completeness of any documentation, forecasts, projections, estimates, budgets estimates or other information)information provided by Sirius, each any Affiliate of Parent Sirius or any Person acting on any of their behalf to Easterly, any Affiliate of Easterly or any Person acting on any of their behalf. Notwithstanding anything to the contrary in this Agreement or the other Ancillary Agreements, Easterly acknowledges and Purchaser Sub acknowledges agrees that (x) none of the Company, the Company subsidiaries Sirius or any other Person on behalf of the Company makes, or has made, its Affiliates makes any representation or warranty relating to itself (express or its business or otherwise, in connection with this Agreement or the transactions contemplated by this Agreementimplied), and Parent and Purchaser Sub are not relying on any representation or warranty of any Person except for those expressly set forth nothing contained in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries Ancillary Agreements or any other Person on behalf of agreement, document or instrument to be delivered in connection with the Company Transactions is intended or shall be construed to make any be a representation or warranty relating to itself (express or its business or otherwise in connection with this Agreement, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Sub as having been authorized by such entity, and (zimplied) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Sub of Sirius or any of their Representativesits Affiliates, including any materials with respect to: (i) the adequacy or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation sufficiency of the conditionreserves of Sirius or its Subsidiaries; (ii) the effect of the adequacy or sufficiency of the reserves of Sirius or its Subsidiaries on any “line item” or asset, operations and liability or equity amount; or (iii) the future experience or profitability arising from the business of Sirius or its Subsidiaries or that the Company and reserves of Sirius or its Subsidiaries have been or will be adequate or sufficient for the purposes for which they were established or that the reinsurance recoverables taken into account in making its determination to proceed with determining the transactions contemplated by this Agreement, each amount of Parent and Purchaser Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, directly or indirectly, on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basissuch reserves will be collectible.

No Other Representations or Warranties. Except for the representations and warranties contained in Article III IV or in any certificate delivered by the Company to Parent or Purchaser and Merger Sub (and notwithstanding the delivery or disclosure to Parent or its Representatives of any documentation, projections, estimates, budgets or other information), each of Parent and Purchaser Merger Sub acknowledges that (x) none of the Company, the Company subsidiaries Subsidiaries or any other Person on behalf of the Company makes, or has made, any representation or warranty relating to itself or its business or otherwise, otherwise in connection with this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement, Agreement and Parent and Purchaser Merger Sub are not relying on any representation or warranty of any Person except for those expressly set forth in this Agreement, (y) no person has been authorized by the Company, the Company subsidiaries Subsidiaries or any other Person on behalf of the Company to make any representation or warranty relating to itself or its business or otherwise in connection with this AgreementAgreement and Merger, and if made, such representation or warranty shall not be relied upon by Parent or Purchaser Merger Sub as having been authorized by such entity, entity and (z) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Purchaser Merger Sub or any of their Representatives, including any materials or information made available to Parent and/or its Representatives in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties. Each of Parent and Purchaser Merger Sub acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Company and and, in making its determination to proceed with the transactions contemplated by this Agreement, including the Merger, each of Parent and Purchaser Merger Sub has relied solely on the results of its own independent investigation and the terms of this Agreement and has not relied, relied directly or indirectly, indirectly on any materials or information made available to Parent and/or its Representatives by or on behalf of the Company. Each of Parent and Purchaser Sub acknowledges and agrees that, except as expressly set forth in this Agreement, Purchaser Sub shall acquire the Purchased Assets and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality or fitness for any particular purpose, in “as is” condition and on a “where is” basis.