Common use of Acknowledgement by the Purchaser Clause in Contracts

Acknowledgement by the Purchaser. The representations and warranties of the Company expressly and specifically set forth in Article V (together with any representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements), as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Members, Optionholders and Warrantholders, the Representative or any of their respective Non‑Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub or any of their respective Non‑Recourse Parties in the Data Room) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and Warrantholders, the Representative and each of their respective Non‑Recourse Parties and (i) each of Purchaser and its Non‑Recourse Parties has and will only rely on the representations and warranties of the Company expressly and specifically set forth in Article V and the representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements, (ii) each of the Purchaser and its Non‑Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied on any other representations, warranties or statements (including by omission), and (iii) none of the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other representations, warranties or statements (including by omission). Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Purchaser and the Merger Sub are familiar with such uncertainties, that the Purchaser and the Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub and their respective Non‑Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information).

Acknowledgement by the Purchaser. The representations and warranties of the Company expressly and specifically set forth in Article V IV (together with any representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders Stockholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements), as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Members, Optionholders Stockholders and WarrantholdersOptionholders, the Representative or any of their respective Non‑Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub or any of their respective Non‑Recourse Parties in the Data Roomcertain "data rooms" or presentations including "management presentations") and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders Stockholders and WarrantholdersOptionholders, the Representative and each of their respective Non‑Recourse Parties and (i) each of the Purchaser and its Non‑Recourse Parties has and will only rely on the representations and warranties of the Company expressly and specifically set forth in Article V IV and the representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders Stockholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements, (ii) each of the Purchaser and its Non‑Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied on any other representations, warranties or statements (including by omissionomission on any basis or theory whatsoever (including in contract, tort or equity, on public policy grounds, under any Law (including under securities Laws, RICO or otherwise)), and (iii) none of the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other such representations, warranties or statements (including by omission). The Purchaser and the Merger Sub are otherwise acquiring the Company, its Subsidiaries, its joint ventures and their respective businesses on an "AS IS, WHERE IS" basis. Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Purchaser and the Merger Sub are familiar with such uncertainties, that the Purchaser and Purchaser, the Merger Sub and their Non‑Recourse Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub and their respective Non‑Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information). Under no circumstances shall any of the representations and warranties of the Company made herein be imputed to, or deemed to have been made by, any other Person (including, for the avoidance of doubt, the Representative or any Stockholder). . From time to time following the Closing, as and when requested in writing by any party hereto and at such requesting party's expense, any other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary to evidence and effectuate the transactions contemplated by this Agreement.

Acknowledgement by the Purchaser. The representations and warranties of the Company expressly and specifically set forth in Article V or the Disclosure Schedules (together with any representations and warranties expressly and specifically made in the Company Closing Certificate or by the Members, Members and Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements), as qualified by the Disclosure Schedules, any other Transaction Document) constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Members, Optionholders Members and WarrantholdersOptionholders, the Representative or any of their respective Non‑Recourse Non-Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub or any of their respective Non‑Recourse Parties in the Data Room) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders Members and WarrantholdersOptionholders, the Representative and each of their respective Non‑Recourse Non-Recourse Parties and (i) each of the Purchaser and its Non‑Recourse Parties has and will only rely on the representations and warranties of the Company expressly and specifically set forth in Article V and or the Disclosure Schedules (together with any representations and warranties expressly and specifically made in the Company Closing Certificate or by the Members, Members and Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreementsany other Transaction Document), (ii) each of the Purchaser and its Non‑Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied on any other representations, warranties or statements (including by omission), ) and (iii) none of the Purchaser or the Merger Sub or any of their respective Non‑Recourse Non-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any such other representationsrepresentations and warranties; provided, warranties however, that nothing in this sentence shall relieve the Company or statements (including by omission)any of its Non-Recourse Parties from liability for Fraud. Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, information and that the Purchaser and the Merger Sub are generally familiar with such uncertainties, uncertainties and that the Purchaser and the Merger Sub are taking full responsibility responsible for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, Purchaser and the Merger Sub and their respective Non‑Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information)Agreement.

Acknowledgement by the Purchaser. The Purchaser acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that: (a) it has conducted to its satisfaction its own independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Acquired Companies and has been afforded full access to the books and records, facilities and personnel of the Acquired Companies for purposes of conducting such investigation and verification, (b) the Acquired Company Representations constitute the sole and exclusive representations and warranties of the Company expressly and specifically set forth Acquired Companies in Article V connection with the Transactions, (together with any representations and warranties expressly and specifically made by c) the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements), as qualified by the Disclosure Schedules, Seller Representations constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Members, Optionholders and Warrantholders, the Representative or any of their respective Non‑Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub or any of their respective Non‑Recourse Parties in the Data Room) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and Warrantholders, the Representative and each of their respective Non‑Recourse Parties and (i) each of Purchaser and its Non‑Recourse Parties has and will only rely on the representations and warranties of the Sellers in connection with the Transactions, (d) except for the Acquired Company expressly and specifically set forth in Article V Representations by the Acquired Companies and the Seller Representations by the Sellers, none of the Acquired Companies, the Sellers or any other Person makes, or has made, any other express or implied representation or warranty with respect to the Sellers, the Acquired Companies or the Transactions and all other representations and warranties expressly of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to the Purchaser or its Affiliates or Representatives in certain "data rooms," management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of the Acquired Companies or the Sellers, and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements, (ii) each any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of the Acquired Companies, or the quality, quantity or condition of the Acquired Companies' assets) are specifically disclaimed by the Sellers, the Acquired Companies and all other Persons (including the Representatives of the Acquired Companies and the Sellers and its Affiliates and their respective Representatives) and (e) the Purchaser and its Non‑Recourse Parties hereby expressly Affiliates are not relying on any representations and irrevocably warranties in connection with the Transactions except the Acquired Company Representations by the Acquired Companies and the Seller Representations by the Sellers. In connection with the Purchaser's investigation of the Acquired Companies, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the Acquired Companies and certain business plan information. The Purchaser acknowledges and agrees that he, she or it has not relied on any other representations, warranties or statements (including by omission), and (iii) none of the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other representations, warranties or statements (including by omission). Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge that there are uncertainties inherent in attempting to make projectionssuch estimates, forward looking statements projections and other forecasts and estimates, and certain business plan informationplans, that the Purchaser and the Merger Sub are is familiar with such uncertainties, uncertainties and that the Purchaser and the Merger Sub are is taking full responsibility for making their its own evaluation of the adequacy and accuracy of any such projectionsall estimates, forward looking statementsprojections and other forecasts and plans so furnished to it, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub and their respective Non‑Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projectionsestimates, forward looking statementsprojections and forecasts. Without limiting the foregoing provisions of this paragraph, the Purchaser hereby acknowledges and agrees that none of the Sellers, the Acquired Companies or any of their respective current or former Affiliates or Representatives is making any representation or warranty with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecasts, estimates and business plan that the Purchaser has not relied on any such estimates, projections or other forecasts or plans. The Purchaser further acknowledges and agrees that from and after the Closing, (i) none of the Sellers, the Acquired Companies, or any other Person shall have or be subject to any liability to the Purchaser, the Acquired Companies or any other Person resulting from the distribution to the Purchaser, or the Purchaser's use of, any such estimates, projections or forecasts or any other information), document or material provided to or made available to the Purchaser or its Affiliates or Representatives in certain "data rooms," management presentations or in any other form in expectation of the Transactions and (ii) the Purchaser and its Affiliates have not relied on any such information, document or material. Effective upon Closing, the Purchaser waives, on its own behalf and on behalf of its respective Affiliates, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against the Sellers, the Acquired Companies and any of their respective current or former Affiliates or Representatives relating to the operation of the Acquired Companies or their respective businesses or relating to the subject matter of this Agreement, the Disclosure Schedules or the Transactions, whether arising under or based upon any federal, state, local or foreign statute, Law, ordinance, rule or regulation or otherwise; provided that nothing in this Agreement shall prejudice or limit any Fraud claim or any claim or recovery that may be available to the Purchaser under the Purchaser Insurance Policy. The Purchaser acknowledges and agrees that it will not assert, institute or maintain any Action of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal or equitable theory under which such liability or obligation may be sought to be imposed, that makes any claim contrary to the agreements and covenants set forth in this Section 11.3. The Sellers shall have the right to enforce this Section 11.3 on behalf of any Person that would be benefitted or protected by this Section 11.3 if they were a party hereto. The foregoing agreements, acknowledgements, disclaimers and waivers are irrevocable.

Acknowledgement by the Purchaser. The representations and warranties of the Company Seller expressly and specifically set forth in Article V (together with any representations III and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements)Article IV, as qualified by the Disclosure SchedulesSchedules (subject to Section 10.06), and in any Seller Document or Company Document, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Members, Optionholders and Warrantholders, the Representative Seller or any of their respective Non‑Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective its Non‑Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub Purchaser or any of their respective its Non‑Recourse Parties in the Data Roomcertain "data rooms" or presentations including "management presentations") and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and Warrantholders, the Representative Seller and each of their respective Non‑Recourse Parties and (i) each of the Purchaser and its Non‑Recourse Parties has and will only rely on the representations and warranties of the Company Seller expressly and specifically set forth in Article V III and the representations and warranties expressly and specifically made Article IV, as qualified by the MembersDisclosure Schedules (subject to Section 10.06), Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreementsany Seller Document or Company Document, (ii) each of the Purchaser and its Non‑Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied on any other representations, warranties or statements (including by omission), and (iii) none of the Purchaser or the Merger Sub or any of their respective its Non‑Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any such other representations, warranties or statements (including by omission) on any basis or legal theory whatsoever (whether sounding in contract or tort, or whether at law or in equity, on public policy grounds, under any Law (including under securities Laws or the Racketeer Influence and Corrupt Organizations Act of 1970 ("RICO")) or otherwise)). The Purchaser is otherwise acquiring the Company, its Subsidiaries, its joint ventures and their respective businesses on an "AS IS, WHERE IS" basis. Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Purchaser and the Merger Sub are is familiar with such uncertainties, that the Purchaser and the Merger Sub its Non‑Recourse Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub Purchaser and their respective its Non‑Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information). Under no circumstances shall any of the representations and warranties of the Seller made herein be imputed to, or deemed to have been made by, any other Person(s).

Acknowledgement by the Purchaser. (a) The representations Purchaser has conducted its own independent review and warranties analysis of the Company expressly evaluation materials, the Seller’s business, the ELAD System, the Purchased Assets, the Intellectual Property and specifically set forth in Article V (together the results of operations and financial condition of the Seller’s business relating to the ELAD system. The Purchaser acknowledges that it has been provided access to the personnel, properties, premises and records of the Seller for such purpose and that the Purchaser and its representatives have been provided with the opportunity to ask questions of the executive officers and management employees of the Seller and to acquire such additional information about the ELAD System, the Purchased Assets, any representations contract assumed by the Purchaser, and warranties expressly the results of operations and specifically financial condition of the Seller’s business relating to the ELAD system as the Purchaser and its representatives have requested. The Purchaser acknowledges and understands that any statement or representation made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements), as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind current or nature, whether written past employee or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any consultant of the Company, Seller with respect to ELAD or the Members, Optionholders ELAD System and Warrantholders, its prospects for clinical or marketing approval in any country are personal opinions and are not representations of the Representative Seller and shall not be imputed or any attributed to the Seller. The Purchaser is an informed and sophisticated participant in the transactions contemplated by this Agreement and with its representatives have undertaken such investigation of their respective Non‑Recourse Parties and have been provided access to and have evaluated such documents and information as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or Purchaser has deemed necessary in connection with the execution, delivery and performance of this Agreement or and the consummation of the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the . The Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties is relying only on its own investigation and analysis in connection with entering into this Agreement or and the transactions contemplated by this Agreement hereby. (includingb) Purchaser acknowledges that the sale of the Purchased Assets is AS-IS and WHERE-IS and acknowledges that Purchaser through its representatives, Xxxxxx Xxxx, Dar He and Xxxx Xxxxxxxxxx, have conducted such due diligence as the Purchaser deems necessary and Purchaser has satisfied itself with regard to the definition of and what the Purchased Assets are comprised of, including without limitation, the identify, quantify, nature, condition and fitness of the Purchased Assets for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub or any of their respective Non‑Recourse Parties in the Data Room) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and Warrantholders, the Representative and each of their respective Non‑Recourse Parties and (i) each of Purchaser and its Non‑Recourse Parties has and will only rely on the representations and warranties of the Company expressly and specifically set forth in Article V and the representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements, (ii) each of the Purchaser and its Non‑Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied on any other representations, warranties or statements (including by omission), and (iii) none of the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other representations, warranties or statements (including by omission). Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Purchaser and the Merger Sub are familiar with such uncertainties, that the Purchaser and the Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub and their respective Non‑Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information)Purchasers intended use.

Acknowledgement by the Purchaser. The representations and warranties of the Sellers and the Company expressly and specifically set forth in Article V (together with any representations IV and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements)Article V, as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Members, Optionholders and WarrantholdersSellers, the Seller Representative or any of their respective Non‑Recourse Non-Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non‑Recourse its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub Purchaser or any of their respective Non‑Recourse its Non-Recourse Parties in the Data Roomcertain “data rooms” or presentations including ”management presentations”) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and WarrantholdersSellers, the Seller Representative and each of their respective Non‑Recourse Non-Recourse Parties and (i) each of the Purchaser and its Non‑Recourse Non-Recourse Parties has and will only rely relied on the representations and warranties of the Sellers and the Company expressly and specifically set forth in Article IV, Article V and the representations and warranties expressly and specifically made by the MembersCompany Documents, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreementsrespectively, (ii) each of the Purchaser and its Non‑Recourse Non-Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied and will not rely on any other representations, warranties or statements (including by omission), and (iii) other than a claim for Fraud, none of the Purchaser or the Merger Sub or any of their respective Non‑Recourse its Non-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other representations, such representations and warranties or statements (including by omission) on any basis or legal theory whatsoever (whether sounding in contract or tort, at law or in equity, on public policy grounds, under any Law (including under securities Laws or the Racketeer Influence and Corrupt Organizations Act of 1970 (“RICO”)), on the basis of “unjust enrichment” or otherwise). Without in any way limiting the generality of the foregoing, the The Purchaser and the Merger Sub acknowledge acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Purchaser and the Merger Sub are is familiar with such uncertainties, that the Purchaser and the Merger Sub its Non-Recourse Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub Purchaser and their respective Non‑Recourse its Non-Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information). Under no circumstances shall any of the representations and warranties of the Company or the Sellers made herein be imputed to, or deemed to have been made by, any other Person. The parties acknowledge and agree that nothing in this Section 10.01 shall in any way limit the Purchaser’s remedies in respect of Fraud of any of the Sellers or the Company for breaches of the representations or warranties made by the Sellers and the Company, respectively, contained in this Agreement or in any certificate delivered by such Person at Closing pursuant to this Agreement.

Acknowledgement by the Purchaser. The representations and warranties of the Seller and the Company expressly and specifically set forth in Article V (together with any representations IV and warranties expressly and specifically made by the MembersArticle V, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements)respectively, as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Members, Optionholders and Warrantholders, the Representative Seller or any of their respective Non‑Recourse Non-Recourse Parties as to any matter concerning the Seller, the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non‑Recourse its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub Purchaser or any of their respective Non‑Recourse its Non-Recourse Parties in the Data Roomcertain “data rooms” or presentations including “management presentations”) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and Warrantholders, the Representative Seller and each of their respective Non‑Recourse Parties and (i) each of Purchaser and its Non‑Recourse Parties has and will only rely on the representations and warranties of the Company expressly and specifically set forth in Article V and the representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements, (ii) each of the Purchaser and its Non‑Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied on any other representations, warranties or statements (including by omission), and (iii) none of the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other representations, warranties or statements (including by omission)Non-Recourse Parties. Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Purchaser and the Merger Sub are is familiar with such uncertainties, that the Purchaser and the Merger Sub its Non-Recourse Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub Purchaser and their respective Non‑Recourse its Non-Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information). Under no circumstances shall any of the representations and warranties of the Company or the Seller made herein be imputed to, or deemed to have been made by, any other Person.

Acknowledgement by the Purchaser. The Purchaser acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that: (a) it has conducted to its satisfaction its own independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries and has been afforded satisfactory access to the books and records, facilities and personnel of the Company and its Subsidiaries for purposes of conducting such investigation and verification, (b) the Company Representations constitute the sole and exclusive representations and warranties of the Company expressly and specifically set forth in Article V (together with any representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements), as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Members, Optionholders and Warrantholders, the Representative or any of their respective Non‑Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreementwith, arising out of, or with respect to the accuracy or completeness of any information provided to Transactions, (or otherwise acquired byc) the Purchaser or Seller Representations constitute the Merger Sub or any of their respective Non‑Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub or any of their respective Non‑Recourse Parties in the Data Room) sole and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and Warrantholders, the Representative and each of their respective Non‑Recourse Parties and (i) each of Purchaser and its Non‑Recourse Parties has and will only rely on the exclusive representations and warranties of the Seller in connection with, arising out of, or with respect to the Transactions, (d) except for the Company expressly and specifically set forth in Article V Representations and the Seller Representations, none of the Company, the Seller or any other Person makes, or has made, or will be purported or deemed to have made any other express or implied representation or warranty with respect to the Seller, the Company or its Subsidiaries or the Transactions and all other representations and warranties expressly of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to the Purchaser or its Affiliates or Representatives in certain "data rooms," management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of the Company and specifically made by its Subsidiaries or the MembersSeller, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements, (ii) each any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of the Company and its Subsidiaries, or the quality, quantity or condition of the Company's or its Subsidiaries' assets) are specifically disclaimed by the Seller, the Company and its Subsidiaries and all other Persons (including the Representatives of the Company or its Subsidiaries and the Seller and its Affiliates and their respective Representatives) and (e) the Purchaser and its Non‑Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has Affiliates are not relied on any other representations, warranties or statements (including by omission)relying on, and (iii) none of the Purchaser or the Merger Sub or expressly disclaim any of their respective Non‑Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other representations, representations and warranties or statements (including by omission)in connection with the Transactions except the Company Representations and the Seller Representations. Without in any way limiting In connection with the generality Purchaser's investigation of the foregoingCompany and its Subsidiaries, the Purchaser has received projections and forward-looking statements or similar speculative financial models or assumptions, including projected statements of operating revenues and income from operations of the Merger Sub acknowledge Company and its Subsidiaries and certain business plan information. The Purchaser acknowledges and agrees that there are uncertainties inherent in attempting to make projectionssuch estimates, forward looking statements projections and other forecasts and estimates, plans and certain business plan information, that the Purchaser and the Merger Sub are familiar with such uncertainties, that the Purchaser and the Merger Sub are is taking full responsibility for making their its own evaluation of the adequacy and accuracy of any such projectionsall estimates, forward looking statementsprojections and other forecasts and plans so furnished to it, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub and their respective Non‑Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projectionsestimates, forward looking statementsprojections and forecasts. Without limiting the foregoing provisions of this paragraph, the Purchaser hereby acknowledges and agrees that none of the Seller, the Company or its Subsidiaries or any of their respective current or former Affiliates or Representatives is making any representation or warranty with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. The Purchaser further acknowledges and agrees that none of the Seller, estimates the Company, its Subsidiaries or any other Person shall have or be subject to any liability to the Purchaser, the Company or any other Person resulting from the distribution to the Purchaser, or the Purchaser's use of, any such estimates, projections or forecasts or any other information, document or material provided to or made available to the Purchaser or its Affiliates or Representatives in certain "data rooms," management presentations or in any other form in expectation of the Transactions. Effective upon Closing, the Purchaser waives, on its own behalf and business plan information)on behalf of its respective Affiliates, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against the Seller and any of its current or former Affiliates or Representatives (other than the Company and its Subsidiaries) relating to the operation of the Company and its Subsidiaries or their respective businesses, whether arising under or based upon any federal, state, local or foreign statute, Law, ordinance, rule or regulation or otherwise. The Purchaser acknowledges and agrees that it will not assert, institute or maintain any action, suit, claim, investigation, or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal or equitable theory under which such liability or obligation may be sought to be imposed, that makes any claim contrary to the agreements and covenants set forth in this Section 10.2. The Seller shall have the right to enforce this Section 10.2 on behalf of any Person that would be benefitted or protected by this Section 10.2 if they were a party hereto. The foregoing agreements, acknowledgements, disclaimers and waivers are irrevocable and were a material inducement to the Company and the Seller to enter into this Agreement and but for the foregoing agreements, neither the Company nor the Seller would have entered into this Agreement or consummated the Transactions.

Acknowledgement by the Purchaser. The representations and warranties of the Company Sellers expressly and specifically set forth in Article V (together with any representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements)Article VI, as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the CompanySellers, the Members, Optionholders and Warrantholders, the Representative Company or any of their respective Non‑Recourse Non-Recourse Parties as to any matter concerning the Sellers, the Company, any of its their respective Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non‑Recourse its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub Purchaser or any of their respective Non‑Recourse its Non-Recourse Parties in the Data Roomcertain “data rooms” or presentations including “management presentations”) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and Warrantholders, the Representative Sellers and each of their respective Non‑Recourse Non-Recourse Parties and (i) each of Purchaser and its Non‑Recourse Non-Recourse Parties has and will only rely on the representations and warranties of the Company Sellers expressly and specifically set forth in Article V and the representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreementsor Article VI, (ii) each of the Purchaser and its Non‑Recourse Non-Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied on any other representations, warranties or statements (including by omission), and (iii) none of the Purchaser or the Merger Sub or nor any of their respective Non‑Recourse its Non-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other such representations, warranties or statements (including by omission). Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Purchaser and the Merger Sub are is familiar with such uncertainties, that the Purchaser and the Merger Sub are is taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub Purchaser and their respective Non‑Recourse its Non-Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information).

Acknowledgement by the Purchaser. The representations and warranties of the Seller and the Company expressly and specifically set forth in Article V (together with any representations IV and warranties expressly and specifically made by the MembersArticle V, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements)respectively, as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Members, Optionholders and Warrantholders, the Representative Seller or any of their respective Non‑Recourse Non-Recourse Parties as to any matter concerning the Seller, the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non‑Recourse its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub Purchaser or any of their respective Non‑Recourse its Non-Recourse Parties in the Data Roomcertain "data rooms" or presentations including "management presentations") and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and Warrantholders, the Representative Seller and each of their respective Non‑Recourse Parties and (i) each Non-Recourse Parties. Each of the Purchaser and its Non‑Recourse Non-Recourse Parties has and will only rely relied on the representations and warranties of the Seller and the Company expressly and specifically set forth in Article IV, Article V and the representations and warranties expressly and specifically made by the MembersCompany Documents, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements, (ii) each of the Purchaser and its Non‑Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied on any other representations, warranties or statements (including by omission)respectively, and (iii) none of the Purchaser or the Merger Sub or any of their respective Non‑Recourse its Non-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other representations, representations and warranties or statements (including by omission)on any basis or legal theory whatsoever. Without in any way limiting the generality of the foregoing, the The Purchaser and the Merger Sub acknowledge acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, information and that the Purchaser and the Merger Sub are is familiar with such uncertainties, that the Purchaser and the Merger Sub its Non-Recourse Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub Purchaser and their respective Non‑Recourse its Non-Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information). Under no circumstances shall any of the representations and warranties of the Company or the Seller made herein be imputed to, or deemed to have been made by, any other Person. The parties acknowledge and agree that nothing in this Section 10.01 shall in any way limit Purchaser's remedies in respect of Fraud for breaches of the representations or warranties made by the Seller and the Company contained in this Agreement or in any certificate delivered by such Person at Closing pursuant to this Agreement.

Acknowledgement by the Purchaser. The representations and warranties of the Sellers and the Company expressly and specifically set forth in Article V (together with any representations IV and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements)Article V, as qualified by the Disclosure Schedules, and any representations and warranties specifically set forth in an Ancillary Document constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the MembersSellers, Optionholders and Warrantholdersthe Optionholders, the Representative or any of their respective Non‑Recourse Non-Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non‑Recourse its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub Purchaser or any of their respective Non‑Recourse its Non-Recourse Parties in the Data Roomcertain "data rooms" or presentations including "management presentations") and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the MembersSellers, Optionholders and Warrantholdersthe Optionholders, the Representative and each of their respective Non‑Recourse Non-Recourse Parties and (i) each of the Purchaser and its Non‑Recourse Non-Recourse Parties has only relied, and will only rely rely, on the representations and warranties of the Sellers and the Company expressly and specifically set forth in Article V IV and the Article V, respectively, and any representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders set forth in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreementsan Ancillary Document, (ii) each of the Purchaser and its Non‑Recourse Non-Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied and will not rely on any other representations, warranties or statements (including by omission), and (iii) none of the Purchaser or the Merger Sub or any of their respective Non‑Recourse its Non-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other such representations, warranties or statements (including by omission) on any basis or legal theory whatsoever (whether sounding in contract or tort, at law or in equity, on public policy grounds, under any Law (including under securities Laws or the Racketeer Influence and Corrupt Organizations Act of 1970 ("RICO")), on the basis of "unjust enrichment" or otherwise). The Purchaser is otherwise acquiring the Company, its Subsidiaries, its joint ventures and their respective businesses on an "AS IS, WHERE IS" basis. Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Purchaser and the Merger Sub are is familiar with such uncertainties, that and that, subject to the representations and warranties of the Sellers and the Company expressly and specifically set forth in Article IV and Article V, respectively, and any representations and warranties specifically set forth in an Ancillary Document, the Purchaser and the Merger Sub its Non-Recourse Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub Purchaser and their respective Non‑Recourse its Non-Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information). Under no circumstances shall any of the representations and warranties of the Company or the Sellers made herein be imputed to, or deemed to have been made by, any other Person (including, for the avoidance of doubt, the Representative (other than those representations and warranties the Representative makes in its capacity as a Seller and not in its role as the Representative)).

Acknowledgement by the Purchaser. The representations and warranties of the Company Sellers expressly and specifically set forth in Article V (together with any representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements)Article VI, as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the CompanySellers, the Members, Optionholders and Warrantholders, the Representative Company or any of their respective Non‑Recourse Non-Recourse Parties as to any matter concerning the Sellers, the Company, any of its their respective Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non‑Recourse its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub Purchaser or any of their respective Non‑Recourse its Non-Recourse Parties in the Data Roomcertain “data rooms” or presentations including “management presentations”) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and Warrantholders, the Representative Sellers and each of their respective Non‑Recourse Non-Recourse Parties and (i) each of Purchaser and its Non‑Recourse Non-Recourse Parties has and will only rely on the representations and warranties of the Company Sellers expressly and specifically set forth in Article V and the representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreementsor Article VI, (ii) each of the Purchaser and its Non‑Recourse Non-Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied on any other representations, warranties or statements (including by omission), and (iii) none of the Purchaser or the Merger Sub or nor any of their respective Non‑Recourse its Non-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other such representations, warranties or statements (including by omission). Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the 44 Purchaser and the Merger Sub are is familiar with such uncertainties, that the Purchaser and the Merger Sub are is taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub Purchaser and their respective Non‑Recourse its Non-Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information).

Acknowledgement by the Purchaser. The representations and warranties of the Company Seller expressly and specifically set forth in Article V (together with any representations III and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements)Article IV, as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the CompanySeller, the Members, Optionholders and Warrantholders, the Representative Acquired Companies or any of their respective Non‑Recourse Parties as to any matter concerning the Company, any of its Subsidiaries Acquired Companies or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this AgreementTransactions, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective its Non‑Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement Transactions (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub Purchaser or any of their respective its Non‑Recourse Parties in the Data Roomcertain "data rooms" or presentations including "management presentations") and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, Seller and the Members, Optionholders and Warrantholders, the Representative Acquired Companies and each of their respective Non‑Recourse Parties and (i) each of the Purchaser and its Non‑Recourse Parties has relied and will only rely on the representations and warranties of the Company Seller expressly and specifically set forth in Article V III and the representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation AgreementsArticle IV, (ii) each of the Purchaser and its Non‑Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied on any other representations, warranties or statements (including by omissionomission on any basis or theory whatsoever (including in contract, tort or equity, on public policy grounds, under any Law (including under securities Laws or the Racketeer Influence and Corrupt Organizations Act of 1970 ("RICO")) or otherwise)), and (iii) none of the Purchaser or the Merger Sub or any of their respective its Non‑Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other such representations, warranties or statements (including by omission). The Purchaser is otherwise acquiring the Acquired Companies, their joint ventures and their respective businesses on an "AS IS, WHERE IS" basis. Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Purchaser and the Merger Sub are is familiar with such uncertainties, that the Purchaser and the Merger Sub its Non‑Recourse Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub Purchaser and their respective its Non‑Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information). Under no circumstances shall any of the representations and warranties of the Seller made herein be imputed to, or deemed to have been made by, any other Person.

Acknowledgement by the Purchaser. The representations Purchaser acknowledges and warranties agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that: (a) it has conducted to its satisfaction its own independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company expressly and specifically set forth in Article V its Subsidiaries and has been afforded satisfactory access to the books and records, facilities and personnel of the Company and its Subsidiaries for purposes of conducting such investigation and verification, (together with any representations and warranties expressly and specifically made by b) the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements), as qualified by the Disclosure Schedules, Company Representations constitute the sole and exclusive representations, warranties, warranties and statements of the Company in connection with the Transactions, (including c) the Seller Representations and the warranties **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by omissionasterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission and undertakings set forth in Section 2.2 constitute the sole and exclusive representations, warranties and statements of each Seller in connection with the Transactions, (d) except for the Company Representations by the Company and the Seller Representations and the warranties and undertakings set forth in Section 2.2 by each Seller, none of the Company, the Sellers or any other Person makes, or has made, any other express or implied representation or warranty with respect to such Seller, the Company or its Subsidiaries or the Transactions and all other representations, warranties and statements of any kind or naturenature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to the Purchaser or its Affiliates or Representatives in certain “data rooms,” management presentations or in any other form, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any in expectation of the CompanyTransactions, including meetings, calls or correspondence with management of the Members, Optionholders Company and Warrantholders, the Representative or any of their respective Non‑Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or the Sellers, and (ii) any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect relating to the accuracy future, current or completeness historical business, condition (financial or otherwise), results of any information provided to (operations, prospects, contracts, assets or otherwise acquired by) liabilities of the Purchaser or the Merger Sub Company or any of their respective Non‑Recourse Parties in connection with this Agreement its Subsidiaries, or the transactions contemplated quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are, in each case specifically disclaimed by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the PurchaserSellers, the Merger Sub or any of their respective Non‑Recourse Parties in the Data Room) Company and its Subsidiaries and all other purported representations and warranties or statements Persons (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and Warrantholders, the Representative and each of their respective Non‑Recourse Parties and (i) each of Purchaser and its Non‑Recourse Parties has and will only rely on the representations and warranties Representatives of the Company expressly and specifically set forth in Article V or its Subsidiaries and the representations Sellers and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment Affiliates and Warrant Cancellation Agreements, Representatives) and (iie) each of such disavowal and disclaimer is agreed by the Purchaser and its Non‑Recourse Parties hereby expressly and irrevocably acknowledges and the Purchaser agrees that he, she or it has and its Affiliates are not relied relying on any other representations, warranties or statements in connection with the Transactions except the Company Representations by the Company and the Seller Representations and the warranties and undertakings set forth in Section 2.2 by each Seller (including by omissionmade severally and not jointly or jointly and severally), and (iii) none . In connection with the Purchaser’s investigation of the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any other representations, warranties or statements (including by omission). Without in any way limiting the generality of the foregoingCompany and its Subsidiaries, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the Merger Sub acknowledge Company and its Subsidiaries and certain business plan information. The Purchaser acknowledges and agrees that there are uncertainties inherent in attempting to make projectionssuch estimates, forward looking statements projections and other forecasts and estimates, and certain business plan informationplans, that the Purchaser and the Merger Sub are is familiar with such uncertainties, uncertainties and that the Purchaser and the Merger Sub are is taking full responsibility for making their its own evaluation of the adequacy and accuracy of any such projectionsall estimates, forward looking statementsprojections and other forecasts and plans so furnished to it, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub and their respective Non‑Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projectionsestimates, forward looking statementsprojections and forecasts. Without limiting the foregoing provisions of this paragraph, the Purchaser, for itself and on behalf of each of its Affiliates, hereby acknowledges and agrees that none of the Sellers, the Company or its Subsidiaries or any of their respective current or former Affiliates or Representatives is making any representation or warranty with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecasts, estimates and business plan that the Purchaser has not relied on any such estimates, projections or other forecasts or plans. The Purchaser for itself and on behalf of its Affiliates further acknowledges and agrees that from and after the Closing (A) none of the Sellers, the Company, its Subsidiaries or any other Person shall have or be subject to any liability to the Purchaser, its Representatives, the Company or any other Person resulting from the distribution to the Purchaser, or the Purchaser’s use of, any such estimates, projections or forecasts or any other information), document or material provided to or made available to the Purchaser or its Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions and (B) the Purchaser and its Affiliates have not relied on any such information, document or material. Effective upon Closing, the **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission Purchaser waives, on its own behalf and on behalf of its respective Affiliates, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against the Sellers, the Company, its Subsidiaries and any of their respective current or former Affiliates or Representatives relating to the operation of the Company and its Subsidiaries or their respective businesses or relating to the subject matter of this Agreement, the Disclosure Schedule or the Transactions, whether arising under or based upon any federal, state, local or non-U.S. Law. The Purchaser acknowledges and agrees that it shall not assert, institute or maintain any action, suit, claim, investigation, or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal or equitable theory under which such liability or obligation may be sought to be imposed, that makes any claim contrary to the agreements and covenants set forth in this Section 11.2. The Seller Representative shall have the right to enforce this Section 11.2 on behalf of any Person that would be benefitted or protected by this Section 11.2 if they were a party hereto. The foregoing agreements, acknowledgements, disclaimers and waivers are irrevocable.

Acknowledgement by the Purchaser. (1) The Purchaser hereby acknowledges that it has been permitted by the Vendors to conduct an examination of the Books and Records, operations, property, contracts and prospects of the Corporation, as well as the information contained in the Confidential Information Memorandum dated and current as of August 14, 2003 prepared by the Corporation, and further acknowledges having been supplied with all additional information requested by it. The Purchaser has not formulated the opinion that any of the representations and warranties of the Company expressly and specifically set forth in Article V (together with Section 5 hereof are incorrect in any representations and warranties expressly and specifically made material respect but the Purchaser makes no representation or warranty that information received or due diligence completed does not or will not disclose, result in or give rise to a misrepresentation or a breach of warranty by the MembersVendors. Purchaser undertakes to advise Vendors immediately if any information or due diligence received by it prior to the Closing Date constitutes or could, Optionholders and Warrantholders in their respective Letters immediately or with the passing of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements), as qualified by the Disclosure Schedulestime, constitute the sole and exclusive representations, warranties, and statements (including by omission) a breach of any kind representation or naturewarranty hereunder. The Purchaser hereby further acknowledges that the aforementioned information supplied to it, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Members, Optionholders and Warrantholders, the Representative or any of their respective Non‑Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses verbally or in connection with this Agreement writing, does not in any way extend, add to or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub or any of their respective Non‑Recourse Parties in the Data Room) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and Warrantholders, the Representative and each of their respective Non‑Recourse Parties and (i) each of Purchaser and its Non‑Recourse Parties has and will only rely on modify the representations and warranties of the Company expressly Vendors contained in this Agreement or in any certificate delivered to the Purchaser pursuant hereto. (2) The Vendors hereby acknowledge that such examinations and specifically set forth in Article V and information undertaken by the Purchaser or its agents shall not serve to diminish the liability of the Vendors occasioned by the Vendors' breach of any representations and warranties expressly and specifically made by the MembersVendors pursuant to the provisions of this Agreement, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements, (ii) each or otherwise prevent the Purchaser from enforcing the obligations of the Purchaser Vendors pursuant to this Agreement, it being understood and its Non‑Recourse Parties hereby expressly and irrevocably acknowledges and agrees agreed that he, she or it has not relied on any other representations, warranties or statements (including by omission), and (iii) none the Purchaser's purchase of the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties shall have any claim with respect Purchased Shares pursuant to their purported use of, or reliance on, any other representations, warranties or statements (including by omission). Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Purchaser and the Merger Sub are familiar with such uncertainties, that the Purchaser and the Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to (or otherwise acquired by) the Purchaser, the Merger Sub and their respective Non‑Recourse Parties in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying shall be in reliance upon such projections, forward looking statements, forecasts, estimates representations and business plan information)warranties.