Common use of Access to Information; Disclaimer Clause in Contracts

Access to Information; Disclaimer. (a) Each party (1) has had an opportunity to discuss the business of the Other Parties and their respective Subsidiaries with the management of the Other Parties, (2) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries and (ii) the documents provided by the Other Parties for purposes of the Transactions, (3) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties and (4) has conducted its own independent investigation of the Other Parties and their respective 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 Other Parties and their respective Subsidiaries, other than the representations and warranties of each of the Other Parties contained in the applicable section of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party further acknowledges and agrees that none of the Other Parties or any of their respective stockholders, directors, officers, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries or their respective businesses and operations. Each party hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is familiar, that such party is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party will have no claim against the Other Parties or any of their respective stockholders, directors, officers, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. (a) Each party (1) has had an opportunity to discuss the business of the Other Parties and their respective Subsidiaries with the management of the Other Parties, (2) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries and (ii) the documents provided by the Other Parties for purposes of the Transactions, (3) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties and (4) has conducted its own independent investigation of the Other Parties and their respective 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 Other Parties and their respective Subsidiaries, other than the representations and warranties of each of the Other Parties contained in the applicable section of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party further acknowledges and agrees that none of the Other Parties or any of their respective stockholders, directors, officers, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries or their respective businesses and operations. Each party hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is familiar, that such party is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party will have no claim against the Other Parties or any of their respective stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1i) has had an opportunity to discuss the business of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2ii) has had reasonable access to (iA) the books and records of the Other Parties Company and their respective its Subsidiaries and (iiB) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4iv) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company contained in the applicable section Section 5.1 of this Agreement and or in any closing certificate delivered to such party pursuant to Article VII hereof in connection with this Agreement, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections Section 5.1 of this Agreement and or in any closing certificate delivered to such party pursuant to Article VII hereof, as applicablein connection with this Agreement, each party of Parent and Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective the Company, its Subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees (on its own behalf and on behalf of each other Parent Related Party) that it and each other Parent Related Party (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective its Subsidiaries and (ii) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesCompany or any of its subsidiaries or otherwise, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof III and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations each of Parent and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Merger Sub further acknowledges and agrees that that, except for representations and warranties of the Company expressly contained in Article III, none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective the Company, its Subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party that, except for the representations and warranties of the Company expressly contained in Article III, Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Parent and Merger Sub acknowledge that the Company makes no representations or warranties as to any matter whatsoever except as expressly set forth in Article III. The representations and warranties set forth in Article III are made solely by the Company, and no Representative of the Company shall have any responsibility or liability related thereto. Each of Parent and Merger Sub acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective Subsidiaries and (iiits Subsidiaries,(ii) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement and (iii) the documents and other materials requested or desired to be reviewed for the purposes of the transactions contemplated by this Agreement, (3c) has been afforded the full opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty (express or implied) or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesCompany or any of its Affiliates, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article III of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof Agreement, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations each of Parent and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Merger Sub further acknowledges and agrees that that, except as expressly set forth in Article III, none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty warranty, express or implied, concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective the Company, its Subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. The Company acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Parent and their respective its Subsidiaries with the management of the Other PartiesParent, (2b) has had reasonable access to (i) the books and records of the Other Parties Parent and their respective its Subsidiaries and (ii) the documents provided electronic dataroom maintained by the Other Parties Company through Xxxxx Xxxx, LLP for purposes of the Transactionstransactions contemplated hereby, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Parent, and (4d) has conducted its own independent investigation of the Other Parties Parent and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties and their respective Parent or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Parent expressly contained in Article 4 and the applicable section representations and warranties of this Agreement Parent and any closing certificate delivered to such party pursuant to Merger Sub expressly contained in Article VII hereof 5 and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for as part of its investigation of Parent, the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereofCompany has been given financial information, as applicable, each party further acknowledges and agrees that none of the Other Parties or any of their respective stockholders, directors, officers, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any cost estimates, projections, forecasts, business plans projections and information, both in writing and orally, with respect to Parent by Parent or other forward-looking information regarding such Other Parties its agents and their respective Subsidiaries or their respective businesses and operationsrepresentatives. Each party hereby The Company acknowledges that there are uncertainties inherent in attempting to develop any such estimates, projections, predictions and forecasts, business plans and other forward-looking information the Company is familiar with which such party is familiar, that such party is taking full responsibility for making uncertainties. The Company has made its own evaluation of the adequacy all such information and accuracy acknowledges that none of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party will have no claim against the Other Parties or any of their respective stockholdersParent’s officers, directors, officersemployees, Affiliatesaffiliates, advisors, representatives and agents is making any representations or other Representatives warranties with respect theretoto such information and that neither Parent nor any of its Subsidiaries is making any representations or warranties with respect to such information except, except in the case of fraudParent, for the specific representations made by Parent in Article 4 and, in the case of Parent and Merger Sub, the specific representations made by Parent and Merger Sub in Article 5.

Access to Information; Disclaimer. Each of Parent and Merger Sub acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business and affairs of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2b) has had (i) reasonable access to (i) the books and records of the Other Parties Company and their respective its Subsidiaries and (ii) full access to the documents provided electronic dataroom maintained by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article III of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties warranties, including any implied warranties, are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations each of Parent and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective stockholdersits shareholders, directors, officers, Affiliates, advisors, agents Affiliates or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective the Company, its Subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective stockholdersits shareholders, directors, officers, Affiliates, advisors, agents Affiliates or other Representatives with respect thereto, except other than fraud in the case of fraudconnection therewith.

Access to Information; Disclaimer. Buyer acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties and their respective Subsidiaries Acquired Companies with the management of the Other PartiesParent, (2b) has had reasonable access to (i1) the books and records of the Other Parties and their respective Subsidiaries Acquired Companies and (ii2) the documents provided by the Other Parties Acquired Companies for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers management of the Other Parties Acquired Companies and (4d) has conducted its own independent investigation of the Other Parties and their respective SubsidiariesAcquired Companies, their respective businesses and the TransactionsSale, and has not relied on any representation, warranty or other statement by any person Person on behalf of Parent, Seller or the Other Parties and their respective SubsidiariesAcquired Companies, other than the representations and warranties of each of the Other Parties Parent and Seller contained in the applicable section Sections 3.01 and 3.02 of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections Sections 3.01 and 3.02 of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereofAgreement, as applicable, each party Buyer further acknowledges and agrees that none of Parent, Seller, the Other Parties Acquired Companies or any of their respective stockholdersmembers, directorstrustees, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Acquired Companies, or their respective businesses and operations. Each party Buyer hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party Buyer is familiar, that such party Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party will Buyer shall have no claim against Parent, Seller or the Other Parties Acquired Companies or any of their respective stockholderstrustees, directorsmembers, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Each of Parent and Merger Sub acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective its Subsidiaries and (ii) the documents provided electronic dataroom maintained by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article III of this Agreement Agreement. Each of Parent and Merger Sub acknowledges that Company makes no representations or warranties as to any closing certificate delivered to such party pursuant to matter whatsoever except as expressly set forth in Article VII hereof and that all other representations and warranties are specifically disclaimed; provided thatIII, including with respect to Constellation OP any information furnished, disclosed or made available to Parent, Merger Sub, or their respective representatives in the course of their due diligence investigation of Company and RED REITthe negotiation of this Agreement, or otherwise in connection with the foregoing shall be limited to the extent relating solely to the Contributed Entitiestransactions contemplated hereby. Without limiting the foregoing, except for the The representations and warranties set forth in Article III are made solely by Company, and no representative of Company shall have any responsibility or liability related thereto. Except for the applicable sections of representations and warranties in this Agreement and any closing certificate delivered to such party pursuant to Article VII hereofIV, as applicable, each party further acknowledges and agrees that none of the Other Parties Parent, Merger Sub or any of their respective stockholders, directors, officers, Affiliates, advisors, agents other Person makes any express or other Representatives has made any implied representation or warranty concerning any estimateswith respect to Parent, projectionsMerger, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Parent and Merger Sub hereby disclaim any such other representations or warranties, including with respect to any financial projection, forecast, estimate, budget or prospective information relating to Parent, any of its Subsidiaries or their respective businesses and operations. Each party hereby acknowledges that there are uncertainties inherent in attempting or any oral or written information presented to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is familiar, that such party is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party will have no claim against the Other Parties Company or any of their respective stockholders, directors, officers, Affiliates, advisors, agents Company’s Affiliates or other Representatives with respect thereto, except representatives in the case course of fraudtheir due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective its Subsidiaries and (ii) the documents provided electronic dataroom maintained by the Other Parties Company through Xxxxx Xxxx, LLP for purposes of the Transactionstransactions contemplated hereby, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company, and (4d) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article 3 of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections as part of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party further acknowledges and agrees that none its investigation of the Other Parties or any of their respective stockholdersCompany, directorsParent has been given financial information, officers, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any cost estimates, projections, forecasts, business plans projections and information, both in writing and orally, with respect to the Company by the Company or other forward-looking information regarding such Other Parties its agents and their respective Subsidiaries or their respective businesses and operationsrepresentatives. Each party hereby Parent acknowledges that there are uncertainties inherent in attempting to develop any such estimates, projections, predictions and forecasts, business plans and other forward-looking information Parent is familiar with which such party is familiar, that such party is taking full responsibility for making uncertainties. Parent has made its own evaluation of the adequacy all such information and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it (including the reasonableness acknowledges that none of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party will have no claim against the Other Parties or any of their respective stockholdersCompany’s officers, directors, officersemployees, Affiliatesaffiliates, advisors, representatives and agents is making any representations or other Representatives warranties with respect theretoto such information and that neither Company nor any of its Subsidiaries is making any representations or warranties with respect to such information except, except in the case of fraudthe Company, for the specific representations and warranties set forth in Article 3.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties and their respective Subsidiaries Company with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective Subsidiaries its subsidiaries and (ii) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties and their respective SubsidiariesCompany, their respective businesses is business and the Transactions, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesCompany, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article 4 of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties as set forth in the applicable sections Article 4 of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicableAgreement, each party of Parent and Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other ​ ​ forward-looking information regarding such Other Parties and their respective Subsidiaries the Company or their respective businesses its business and operations, including with respect to the accuracy or completeness of any such information. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except thereto other than as expressly set forth in the case a representation or warranty contained in Article 5 of fraudthis Agreement.

Access to Information; Disclaimer. Each of Parent and Merger Sub acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business and affairs of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2b) has had (i) reasonable access to (i) the books and records of the Other Parties Company and their respective its Subsidiaries and (ii) full access to (1) the documents provided electronic dataroom maintained by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, and (2) access to the real estate database of the Company, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company, and (4d) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article 3 of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties warranties, including any implied warranties, are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations each of Parent and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective stockholdersits shareholders, directors, officers, Affiliates, advisors, agents Affiliates or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective the Company, its Subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective stockholdersits shareholders, directors, officers, Affiliates, advisors, agents Affiliates or other Representatives with respect thereto, except other than fraud in the case of fraudconnection therewith.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1) has had an adequate opportunity to discuss the business of the Other Parties Company and their respective Subsidiaries its subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective Subsidiaries its subsidiaries and (ii) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the sufficient opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective Subsidiariesits subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article 4 of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations each of Parent and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Company, its subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Each of the Buyer and the Transitory Subsidiary acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business and affairs of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective its Subsidiaries and (ii) the documents provided electronic dataroom maintained by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article III of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for each of the representations Buyer and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Transitory Subsidiary further acknowledges and agrees that that, except as set forth in Article III, none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective the Company, its Subsidiaries or their respective businesses and operations. Each party of the Buyer and the Transitory Subsidiary hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is the Buyer and the Transitory Subsidiary are familiar, that such party is the Buyer and the Transitory Subsidiary are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party the Buyer and the Transitory Subsidiary will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except other than fraud in connection therewith. Nothing in this Section 4.12 shall be deemed to modify or affect any of the case representations and warranties of fraudthe Company contained in Article III.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective Subsidiaries its subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective Subsidiaries its subsidiaries and (ii) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective Subsidiariesits subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesCompany or any of its subsidiaries, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article III of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations each of Parent and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Company, its subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own Table of Contents evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective Subsidiaries its subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective Subsidiaries its subsidiaries and (ii) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective Subsidiariesits subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesCompany or any of its subsidiaries, other than the representations and warranties of each of the Other Parties Company contained in the applicable section Article III of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections Article III of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicableAgreement, each party of Parent and Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Company, its subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1i) has had an opportunity to discuss the business of the Other Parties Company and their respective its Subsidiaries and with the management of the Other PartiesCompany, (2ii) has had reasonable access to (iA) the books and records of the Other Parties Company and their respective its Subsidiaries and (iiB) the documents provided made available by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4iv) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company contained in the applicable section Section 5.1 of this Agreement and any closing certificate delivered the Transaction Documents to such party pursuant to Article VII hereof which the Company is a party, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the express representations and warranties set forth contained in the applicable sections Section 5.1 of this Agreement and any closing certificate delivered the Transaction Documents to such party pursuant to Article VII hereof, as applicablewhich the Company is a party, each party of Parent and Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of its Affiliates or any of their respective stockholdersequityholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning the Company or any of the transactions contemplated by this Agreement, including any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective the Company, its Subsidiaries or their respective businesses and operations. Each party hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is familiar, that such party is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party will have no claim against the Other Parties or any of their respective stockholders, directors, officers, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.ARTICLE VI COVENANTS

Access to Information; Disclaimer. The Seller acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business and affairs of the Other Parties and their respective Subsidiaries Parent with the management of the Other PartiesParent, (2b) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries and (ii) the documents provided by the Other Parties for purposes of the TransactionsParent, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Parent and (4d) has conducted its own independent investigation of the Other Parties and their respective SubsidiariesParent, their its respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesParent, other than the representations and warranties of each of the Other Parties Purchaser expressly contained in the applicable section of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof 6, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Seller further acknowledges and agrees that none of the Other Parties Parent or any of their respective stockholdersits employees, directors, officers, Affiliatesaffiliates, advisors, agents or other Representatives representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries Parent or their respective its businesses and operations. Each party The Seller hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party Seller is familiar, that such party Seller is taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Seller will have no claim against the Other Parties or Parent, any of their respective stockholdersits employees, directors, officers, Affiliatesaffiliates, advisors, agents or other Representatives representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. The Company acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Parent and their respective its Subsidiaries with the management of the Other PartiesParent, (2) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries and (ii) the documents provided by the Other Parties for purposes of the Transactions, (3b) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Parent and (4c) has conducted its own independent investigation of the Other Parties Parent and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesParent or any of its Subsidiaries or otherwise, other than the representations and warranties of each of the Other Parties Parent and Merger Sub expressly contained in the applicable section ARTICLE V of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Company further acknowledges and agrees that none of the Other Parties Parent or any of their respective stockholdersits shareholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Parent, its Subsidiaries or their respective businesses and operations. Each party The Company hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party the Company is familiar, that such party the Company is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party the Company will have no claim against the Other Parties Parent or any of their respective stockholdersits shareholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective Subsidiaries its subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective Subsidiaries its subsidiaries and (ii) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective Subsidiariesits subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesCompany or any of its subsidiaries, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article III of this Agreement and or any closing Transaction Document or any certificate delivered to such party pursuant to Article VII hereof this Agreement and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties as set forth in the applicable sections Article III of this Agreement and or any closing certificate delivered to such party pursuant to Article VII hereof, as applicableTransaction Document, each party of Parent and Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Company, its subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except thereto unless any such information is expressly addressed or included in the case of frauda representation or warranty contained in this Agreement or any Transaction Document or any certificate delivered pursuant to this Agreement.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records on-line data room hosted on behalf of the Other Parties and their respective Subsidiaries and (ii) Company in connection with the documents provided transaction contemplated by the Other Parties for purposes of the Transactionsthis Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article III of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations each of Parent and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective stockholdersits shareholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Company, its subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective stockholdersits shareholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. The Company acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties and their respective Subsidiaries Parent with the management of the Other PartiesParent, (2) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries and (ii) the documents provided by the Other Parties for purposes of the Transactions, (3b) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Parent and (4c) has conducted its own independent investigation of the Other Parties and their respective SubsidiariesParent, their respective businesses its business and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesParent or otherwise, other than the representations and warranties of each of the Other Parties Parent and Merger Sub expressly contained in the applicable section Article V of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Company further acknowledges and agrees that none of the Other Parties Parent or any of their respective stockholdersits shareholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries Parent or their respective businesses its business and operations. Each party The Company hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party the Company is familiar, that such party the Company is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party the Company will have no claim claim, and hereby releases all claims, against the Other Parties Parent or any of their respective stockholdersits shareholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Each Member acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business and affairs of the Other Parties and their respective Subsidiaries Parent with the management of the Other PartiesParent, (2b) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries and (ii) the documents provided by the Other Parties for purposes of the TransactionsParent, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Parent and (4d) has conducted its own independent investigation of the Other Parties and their respective SubsidiariesParent, their its respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesParent, other than the representations and warranties of each of the Other Parties Parent expressly contained in the applicable section of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof 5, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Member further acknowledges and agrees that none of the Other Parties Parent or any of their respective stockholders, directors, officersits employees, Affiliates, advisors, agents or other Representatives representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries Parent or their respective its businesses and operations. Each party Member hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party Member is familiar, that such party Member is taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Member will have no claim against the Other Parties or Parent, any of their respective stockholders, directors, officersits employees, Affiliates, advisors, agents or other Representatives representatives with respect thereto, except in . Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the case of fraudSecurities and Exchange Commission.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the certain books and records of the Other Parties Company and their respective its Subsidiaries and (ii) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company contained in the applicable section of this Agreement and ARTICLE IV or in any closing certificate delivered to such party pursuant to Article VII hereof in connection with this Agreement, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and ARTICLE IV or in any closing certificate delivered to such party pursuant to Article VII hereof, as applicablein connection with this Agreement, each party of Parent and Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective the Company, its Subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Each of Parent and Merger Sub acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties and their respective Subsidiaries Acquired Companies with the management of the Other PartiesCompany, (2b) has had reasonable access to (i1) the books and records of the Other Parties and their respective Subsidiaries Acquired Companies and (ii2) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties and their respective SubsidiariesAcquired Companies, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesAcquired Companies, other than the representations and warranties of each of the Other Parties Company, the Partnership and Partnership Merger Sub contained in the applicable section Section 4.01 of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections Section 4.01 of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicableAgreement, each party of Parent and Merger Sub further acknowledges and agrees that none of the Other Parties Company, the Partnership and Partnership Merger Sub or any of their respective the Company’s stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Acquired Companies or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party will Parent and Merger Sub shall have no claim against the Other Parties Company, the Partnership or Partnership Merger Sub or any of their respective the Company’s stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. (a) Each party BOP JV Entity (1) has had an opportunity to discuss the business of the Other Parties and their respective Subsidiaries Investor with the management of the Other PartiesInvestor, (2) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries Investor and (ii) the documents provided by the Other Parties Investor for purposes of the Transactionstransactions contemplated hereby, (3) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Investor and (4) has conducted its own independent investigation of the Other Parties and their respective SubsidiariesInvestor, their respective businesses its business and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties and their respective SubsidiariesInvestor, other than the representations and warranties of each of the Other Parties Investor contained in the applicable section of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicableAgreement, each party BOP JV Entity further acknowledges and agrees that none of neither the Other Parties or Investor nor any of their its respective stockholders, directors, officers, Affiliates, advisors, agents or other Representatives representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Investor or their respective businesses its business and operations. Each party BOP JV Entity hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party each BOP JV Entity is familiar, that such party each BOP JV Entity is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party each BOP JV Entity will have no claim against the Other Parties Investor or any of their respective stockholders, directors, officers, Affiliates, advisors, agents or other Representatives representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Parent and Xxxxxx Sub each acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective its Subsidiaries and (ii) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company contained in the applicable section of this Agreement and ARTICLE IV or in any closing certificate delivered to such party pursuant to Article VII hereof in connection with this Agreement, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and ARTICLE IV or in any closing certificate delivered to such party pursuant to Article VII hereof, as applicablein connection with this Agreement, each party of Parent and Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective the Company, its Subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Xxxxxx Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Each of the Buyer and the Transitory Subsidiary acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business and affairs of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective its Subsidiaries and (ii) the documents provided electronic dataroom maintained by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article III of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for each of the representations Buyer and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Transitory Subsidiary further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective the Company, its Subsidiaries or their respective businesses and operations. Each party of the Buyer and the Transitory Subsidiary hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is the Buyer and the Transitory Subsidiary are familiar, that such party is the Buyer and the Transitory Subsidiary are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party the Buyer and the Transitory Subsidiary will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except other than fraud in the case of fraudconnection therewith.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective Subsidiaries its subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective Subsidiaries its subsidiaries and (ii) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective Subsidiariesits subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesCompany or any of its subsidiaries, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section ARTICLE IV of this Agreement and or contained in any closing certificate delivered to such party pursuant to Article VII hereof other Transaction Document and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations each of Parent and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Company, its subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective Subsidiaries its subsidiaries and Affiliated Entities with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective Subsidiaries its subsidiaries and Affiliated Entities and (ii) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective Subsidiariesits subsidiaries and Affiliated Entities, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesCompany or any of its subsidiaries, other than the representations and warranties of each of the Other Parties Company contained in the applicable section ARTICLE III of this Agreement and or in any closing certificate delivered to such party pursuant to Article VII hereof in connection with this Agreement, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections ARTICLE III of this Agreement and or in any closing certificate delivered to such party pursuant to Article VII hereof, as applicablein connection with this Agreement, each party of Parent and Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Company, its subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1i) has had an opportunity to discuss the business of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2ii) has had reasonable access to (iA) the books and records of the Other Parties Company and their respective its Subsidiaries and (iiB) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4iv) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the representations and warranties of each of the Other Parties Company contained in the applicable section Section 5.1 of this Agreement and or in any closing certificate delivered to such party pursuant to Article VII hereof in connection with this Agreement, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections Section 5.1 of this Agreement and or in any closing certificate delivered to such party pursuant to Article VII hereof, as applicablein connection with this Agreement, each party of Parent and Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Company, its subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Each of the Parent Entities acknowledges and agrees that it and its Representatives (a) Each party (1) has have had an opportunity to discuss the business and affairs of the Other Parties Company and their respective Company Subsidiaries with the management of the Other PartiesCompany, (2b) has have had reasonable access to (i) the books and records of the Other Parties Company and their respective Company Subsidiaries and (ii) including pursuant to the documents provided electronic data room maintained by the Other Parties for purposes of the TransactionsCompany), (3c) has have been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has have conducted its their own independent investigation of the Other Parties Company and their respective Company Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesCompany or any Company Subsidiary, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article III of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties warranties, including any implied warranties, are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for each of the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Parent Entities further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, Affiliates, advisors, agents Affiliates or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective the Company, Company Subsidiaries or their respective businesses and operations. Each party of the Parent Entities hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is the Parent Entities are familiar, that such party is the Parent Entities are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party the Parent Entities will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, Affiliates, advisors, agents Affiliates or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective its Subsidiaries and (ii) the documents and other information and materials provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from the management or officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective Company or any of its Subsidiaries, other than the specific representations and warranties of each of the Other Parties Company expressly contained in the applicable section of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof IV and that any and all other representations and warranties (express or implied) are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations each of Parent and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives or any other Person has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective the Company, its Subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives or any other Person with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Each Seller acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business and affairs of the Other Parties and their respective Subsidiaries Purchaser with the management of the Other PartiesPurchaser, (2b) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries and (ii) the documents provided by the Other Parties for purposes of the TransactionsPurchaser, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Purchaser and (4d) has conducted its own independent investigation of the Other Parties and their respective SubsidiariesPurchaser, their its respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties and their respective SubsidiariesPurchaser, other than the representations and warranties of each of the Other Parties Purchaser expressly contained in the applicable section of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof III, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Seller further acknowledges and agrees that none of the Other Parties Purchaser or any of their respective stockholdersits employees, directors, officers, Affiliatesaffiliates, advisors, agents or other Representatives representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries Purchaser or their respective its businesses and operations. Each party Seller hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party Seller is familiar, that such party Seller is taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Seller will have no claim against the Other Parties or Purchaser, any of their respective stockholdersits employees, directors, officers, Affiliatesaffiliates, advisors, agents or other Representatives representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Each Seller acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business and affairs of the Other Parties and their respective Subsidiaries Purchaser with the management of the Other PartiesPurchaser, (2b) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries and (ii) the documents provided by the Other Parties for purposes of the TransactionsPurchaser, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Purchaser and (4d) has conducted its own independent investigation of the Other Parties and their respective SubsidiariesPurchaser, their its respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesPurchaser, other than the representations and warranties of each of the Other Parties Purchaser expressly contained in the applicable section of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof 7, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Seller further acknowledges and agrees that none of the Other Parties Purchaser or any of their respective stockholdersits employees, directors, officers, Affiliatesaffiliates, advisors, agents or other Representatives representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries Purchaser or their respective its businesses and operations. Each party Seller hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party Seller is familiar, that such party Seller is taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Seller will have no claim against the Other Parties or Purchaser, any of their respective stockholdersits employees, directors, officers, Affiliatesaffiliates, advisors, agents or other Representatives representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Sellers and Xxxxxx acknowledge and agree that each of them (a) Each party (1) has had an opportunity to discuss the business and affairs of the Other Parties Ecoark and their respective Subsidiaries Zest with the management of the Other Partiesappropriate management, (2b) has had reasonable access to (i) the books and records of the Other Parties Ecoark and their respective Subsidiaries and (ii) the documents provided by the Other Parties for purposes of the TransactionsZest, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Ecoark and Zest, and (4d) has conducted its their own independent investigation of the Other Parties Ecoark and their respective SubsidiariesZest, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties Ecoark and their respective SubsidiariesZest, other than the representations and warranties of each of the Other Parties Ecoark and Zest expressly contained in the applicable section of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof III, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations Sellers and warranties set forth in the applicable sections of this Agreement Xxxxxx further acknowledge and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party further acknowledges and agrees agree that none of the Other Parties Ecoark and Zest or any of their respective stockholdersemployees, directors, officers, Affiliatesaffiliates, advisors, agents or other Representatives representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties Ecoark and their respective Subsidiaries Zest or their respective businesses and operations. Each party Sellers and Xxxxxx hereby acknowledges acknowledge that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Sellers and Xxxxxx are familiar, that such party is Sellers and Xxxxxx are taking full responsibility for making its their own evaluation evaluations of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Sellers and Xxxxxx will have no claim against the Other Parties or Ecoark and Zest, any of their respective stockholdersemployees, directors, officers, Affiliatesaffiliates, advisors, agents or other Representatives representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Parent acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business and affairs of the Other Parties and their respective Subsidiaries Company with the management of the Other PartiesEmployee Members, (2b) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries Company and (ii) the documents provided electronic dataroom maintained by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties and their respective SubsidiariesCompany, their its respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesCompany or any of its Members, other than the representations and warranties of each of the Other Parties Members expressly contained in the applicable section of this Agreement Article 3 and any closing certificate delivered to such party pursuant to Article VII hereof 4, respectively, and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Parent further acknowledges and agrees that none of the Other Parties Company or any of their respective stockholdersits Members, directors, officersemployees, Affiliates, advisors, agents or other Representatives representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Company or their respective its businesses and operations. Each party Parent hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party Parent is familiar, that such party Parent is taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent will have no claim against the Other Parties Company or any of their respective stockholdersits Members, directors, officersemployees, Affiliates, advisors, agents or other Representatives representatives with respect thereto, except in thereto Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the case of fraudSecurities and Exchange Commission.

Access to Information; Disclaimer. The Parent acknowledges and agrees that it (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective its Subsidiaries with the management of the Other PartiesCompany, (2) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries and (ii) the documents provided by the Other Parties for purposes of the Transactions, (3b) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4c) has conducted its own independent investigation of the Other Parties Company and their respective its Subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesCompany or any of its Subsidiaries or otherwise, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article III and Article IV of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Parent further acknowledges and agrees that none of the Other Parties Company or any of their respective stockholdersits shareholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Company, its Subsidiaries or their respective businesses and operations. Each party The Parent hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party the Parent is familiar, that such party the Parent is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party the Parent will have no claim claim, and hereby releases all claims, against the Other Parties Company or any of their respective stockholdersits current or former shareholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. Parent and Merger Sub each acknowledges and agrees (on their own behalf and on behalf of each other Parent Related Party) that it and each other Parent Related Party (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Company and their respective Subsidiaries its subsidiaries with the management of the Other PartiesCompany, (2b) has had reasonable access to (i) the books and records of the Other Parties Company and their respective Subsidiaries its subsidiaries and (ii) the documents provided by the Other Parties Company for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Company and (4d) has conducted its own independent investigation of the Other Parties Company and their respective Subsidiariesits subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesCompany or any of its subsidiaries or otherwise, other than the representations and warranties of each of the Other Parties Company expressly contained in the applicable section Article III of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations each of Parent and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Merger Sub further acknowledges and agrees that none of the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries the Company, its subsidiaries or their respective businesses and operations. Each party of Parent and Merger Sub hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is Parent and Merger Sub are familiar, that such party is Parent and Merger Sub are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party Parent and Merger Sub will have no claim against the Other Parties Company or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

Access to Information; Disclaimer. The Company acknowledges and agrees (on its own behalf and on behalf of each other Company Related Party) that it and each other Company Related Party (a) Each party (1) has had an opportunity to discuss the business of the Other Parties Parent and their respective Subsidiaries its subsidiaries with the management of the Other PartiesParent, (2b) has had reasonable access to (i) the books and records of the Other Parties Parent and their respective Subsidiaries its subsidiaries and (ii) the documents provided by the Other Parties Parent for purposes of the Transactionstransactions contemplated by this Agreement, (3c) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties Parent and (4d) has conducted its own independent investigation of the Other Parties Parent and their respective Subsidiariesits subsidiaries, their respective businesses and the Transactionstransactions contemplated hereby, and has not relied on any representation, warranty or other statement by any person Person on behalf of the Other Parties and their respective SubsidiariesParent or any of its subsidiaries or otherwise, other than the representations and warranties of each of the Other Parties Parent and Merger Sub expressly contained in the applicable section Article IV of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party Company further acknowledges and agrees that none of the Other Parties Parent or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries Parent, its subsidiaries or their respective businesses and operations. Each party The Company hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party the Company is familiar, that such party the Company is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party the Company will have no claim against the Other Parties Parent or any of their respective its stockholders, directors, officers, employees, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.