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

Acknowledgement of No Other Representations or Warranties. Except for the representations and warranties in this Article III, neither the Company, the Partnership nor any Person on behalf of the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth in Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership or any of their respective affiliates or Representatives, or the use by the Company, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives in expectation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor contained in the Guaranty.

Acknowledgement of No Other Representations or Warranties. Except (a) Each of Parent and Sub acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries and that it and its representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company and the Company Subsidiaries that it and its representatives have desired or requested to review for such purpose and that it and its representatives have had an opportunity to meet with the management of the Company and the Company Subsidiaries and to discuss the business, operations, assets, liabilities results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries. Each of Parent and Sub acknowledges and agrees that, except for the representations and warranties contained in this Article IIIIII and the certificate to be delivered pursuant to Section 6.02(d), neither (i) none of the Company, the Partnership nor Company Subsidiaries or any Person on behalf of their respective affiliates or representatives makes or has made any representation or warranty, either express or implied, concerning the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospectsprospects or the Transactions, or the accuracy or completeness of any estimatesmemoranda, documents, projections, forecasts and other forward-looking or information (financial or business and strategic plan information otherwise) regarding the CompanyCompany or any Company Subsidiary furnished to Parent, the Partnership and the other Company Subsidiaries Sub or with respect to any other information provided their affiliates or representatives an made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives affiliates or representatives, including in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” “virtual data rooms,” management presentations or due diligence sessions in any other form, in expectation of the Mergers of, or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Companyconnection with, the Partnership nor Transactions and (ii) no person has been authorized, expressly or impliedly, by the Company to make any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Companyitself, the Partnershipany Company Subsidiary, or any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives matters set forth in the course of their due diligence investigation of foregoing subclause (i) in connection with the Company Merger. Parent and the Partnership, the negotiation of this Agreement Sub each specifically disclaims that it is relying upon or the course of the Mergers has relied upon any representations or the warranties (other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly than those set forth in Article IVIII and the certificate to be delivered pursuant to Section 6.02(d)) or other statements or omissions that may have been made by any person or otherwise occurred, neither Parent, Merger Sub I, Merger Sub II nor and acknowledges and agrees that the Company has specifically disclaimed and does hereby specifically disclaim reliance upon any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied such representation or warranty with respect (other than those set forth in Article III and the certificate to Parent, Merger be delivered pursuant to Section 6.02(d)) or other statement or omission. Parent and Sub I, Merger Sub II each specifically disclaims any obligation or duty by the Company to make any disclosures of their respective affiliates or their respective business or operations, including with respect fact not required to any information provided or made available be disclosed pursuant to the Companyspecific representations and warranties set forth in Article III. To the fullest extent permitted by applicable Law, the Partnership or any of their respective affiliates or Representatives. Except except with respect to the representations and warranties expressly set forth contained in Article IV III and the certificate to be delivered pursuant to Section 6.02(d) or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parentcontained in this Agreement, Merger Sub Iexcept with respect of fraud, Merger Sub II, nor any none of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership Company Subsidiaries or any of their respective affiliates or representatives shall have any liability to Parent or Sub or their respective affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination any information or statements (or any other distribution to the Company, the Partnership omissions therefrom) provided or any of their respective affiliates or Representatives, or the use made available by the Company, the Partnership Company Subsidiaries or any of their respective affiliates or Representativesrepresentatives to Parent, of any information, documents, projections, forecasts, estimates, predictions Sub or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives representatives in expectation connection with the Transactions. (b) Neither Parent nor any of its affiliates has entered into any Contract or any commitments to enter into any Contract pursuant to which any stockholder of the Mergers Company would be entitled to receive consideration of a different amount or nature than the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations Merger Consideration or pursuant to which any stockholder of the Guarantor contained Company agrees to vote against, or not to tender Shares in the Guarantyany offer in connection with, any Superior Proposal.

Acknowledgement of No Other Representations or Warranties. (a) Except for the representations and warranties contained in this Article IV or in any other Transaction Document, the Guaranty or the Equity Commitment Letter, neither Purchaser, Debt Merger Subs nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Purchaser, Debt Merger Subs or any of their respective Subsidiaries or Affiliates, or with respect to any other information provided, or made available, to any Seller Entity or the Purchased Entity or any of their respective Affiliates or Representatives in connection with the Transaction and the other transactions contemplated by this Agreement. Each of Purchaser, Debt Merger Subs and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in this Article IV or in any other Transaction Document, the Guaranty or the Equity Commitment Letter. (b) Purchaser acknowledges and agrees that, except for the representations and warranties contained in Article III, neither the CompanySeller, the Partnership other Seller Entities nor any of their respective Affiliates, Representatives or any other Person makes any express or implied representation or warranty with respect to Seller, the other Seller Entities, the Purchased Entity or any of their respective Subsidiaries or Affiliates, the Transferred Assets, the Business or with respect to any other information provided, or made available, to Purchaser or any of its Affiliates or Representatives in connection with the transactions contemplated hereby. Except as expressly set forth in this Agreement, Purchaser acknowledges and agrees that neither Seller, the other Seller Entities nor any of their respective Affiliates, Representatives or any other Person will have, or be subject to, any Liability or other obligation to Purchaser, its Affiliates or Representatives or any other Person resulting from Purchaser’s use of, or the use by any of its Affiliates or Representatives, of any information, including information, documents, projections, forecasts, business plans or other material (including any Confidential Information (as defined in the Confidentiality Agreement)) made available to Purchaser, its Affiliates or Representatives in any virtual data room, confidential information memorandum, management presentations, offering materials, site tours or visits, diligence calls or meetings or any documents prepared by, or on behalf of, Seller, the other Seller Entities or any of their respective Affiliates or Representatives, or Purchaser or its Affiliates or Representatives, the Company Financing Parties or any of Purchaser’s potential financing sources in connection with Purchaser’s financing activities with respect to the Partnership transactions contemplated by this Agreement. Purchaser acknowledges and agrees that it is not relying on any representation or warranty of Seller, the other Seller Entities, or any of their Affiliates or Representatives or any other Person, other than those representations and warranties specifically set forth in Article III. Purchaser acknowledges and agrees that each of Seller and the other Seller Entities and their respective Affiliates disclaims any and all representations and warranties, whether express or implied, except for the representations and warranties contained in Article III. Purchaser acknowledges and agrees that neither Seller, the other Seller Entities nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the CompanyExcluded Assets or the Retained Liabilities and further acknowledges and agrees to the matters set forth in Section 3.23(b) with respect to the New Subsidiaries. (c) Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations and projected operations of the Partnership or any other Company Subsidiaries or their respective businesses, operations, Business and the nature and condition of its properties, assets, liabilitiesliabilities and businesses and, condition (financial or otherwise) or prospectsin making the determination to proceed with the transactions contemplated hereby, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding has relied solely on the Company, the Partnership results of its own independent investigation and the other Company Subsidiaries representations and warranties set forth in Article III. (d) Except for the representations and warranties contained in Article III, Purchaser acknowledges that neither Seller nor any of its Affiliates has made any warranty, express or implied, as to the prospects of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans or other information provided (including any Confidential Information (as defined in the Confidentiality Agreement)) delivered to Purchaser or made available to Parent, Merger Sub I any of its Affiliates or Merger Sub II or their respective Representatives in connection with Purchaser’s review of the Mergers Business and the negotiation and execution of this Agreement, including as to the accuracy or completeness thereof or the other transactions contemplated by this Agreement (including reasonableness of any information, documents, projections, assumptions underlying any such forecasts, estimates, predictions projections or business plans or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth in Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership or any of their respective affiliates or Representatives, or the use by the Company, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives in expectation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor contained in the Guaranty.

Acknowledgement of No Other Representations or Warranties. Except for the representations and warranties in this Article III, neither the Company, the Partnership nor any Person on behalf of the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwisea) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I Parent and Merger Sub II acknowledge the foregoing. In particular, acknowledges and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge agrees that, except for the representations and warranties expressly set forth contained in Article III and Article IV, as applicable, (i) neither Parentthe Company, Merger Sub I, Merger Sub II its Subsidiaries nor any of their affiliatesrespective Affiliates or Representatives makes or has made, nor is Parent or Merger Sub relying on, and Parent and Merger Sub expressly disclaims any other Person on behalf reliance on, any representation or warranty, either express or implied, of any of themkind whatsoever, has made or is making including without limitation any other express or implied representation or warranty with respect to Parentconcerning (x) the Company, Merger Sub Iits Subsidiaries, Merger Sub II or any of their respective affiliates Affiliates; (y) any of the Company’s, its Subsidiaries’, or any of their Affiliates’ respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise), or prospects; or (z) the transactions contemplated by this Agreement, (ii) neither Blocker, either Blocker Partner nor any of their respective business Affiliates or operationsRepresentatives makes or has made, nor is Parent or Merger Sub relying on, and Parent and Merger Sub expressly disclaims any reliance on, any representation or warranty, either express or implied, of any kind whatsoever, including with respect to without limitation any information provided representation or made available to warranty concerning (x) the Company, its Subsidiaries, Blocker, the Partnership Blocker Partners or any of their respective affiliates or Representatives. Except with respect to Affiliates; (y) any of the representations and warranties expressly set forth in Article IV or any breach of any covenant or other agreement of ParentCompany’s, Merger Sub I or Merger Sub II contained hereinits Subsidiaries’, Blocker’s, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership Blocker Partners’ or any of their respective affiliates Affiliates’ respective businesses, operations, assets, liabilities, results of operations, condition (financial or Representativesotherwise), or prospects; or (z) the use transactions contemplated by this Agreement; and (iii) the Company, its Subsidiaries, Blocker, the Blocker Partners, and each of their respective Affiliates and Representatives hereby disclaim all liability and responsibility for, and Parent and Merger Sub expressly disclaim any reliance on, any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by the Company, its Subsidiaries, Blocker, the Partnership Blocker Partners, and each of their respective Affiliates and Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Merger Sub by any Representative of the Company, its Subsidiaries, Blocker, the Blocker Partners or any of their respective affiliates or RepresentativesAffiliates). (b) Without limiting the generality of clause (a) above, of any informationParent and Merger Sub acknowledges and agrees that (i) it has made its own inquiry and investigation into, documentsand, projectionsbased thereon, forecastshas formed an independent judgment concerning the Company and its Subsidiaries, estimates, predictions or other material made available to the CompanyBlocker, the Partnership or any of their respective affiliates or their respective Representatives in expectation of Blocker Partners and the Mergers or the other transactions contemplated by this Agreement. , (ii) in connection with its investigation of the Company and its Subsidiaries, Blocker, the Blocker Partners, Parent and Merger Sub has received from or on behalf of the Company and its Subsidiaries, Blocker and the Blocker Partners certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries, Blocker and the Blocker Partners and certain business plan information of the Company and its Subsidiaries, Blocker and the Blocker Seller Partners, (iii) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent and Merger Sub is familiar with such uncertainties, and that each Parent and Merger Sub is taking full responsibility for making its own evaluation of the adequacy and accuracy and completeness of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), (iv) neither the Company, Blocker, the Blocker Seller Partners, the Company’s Subsidiaries nor any of their respective Affiliates, or Representatives make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and Parent and Merger Sub have not relied thereon, and (v) Parent and Merger Sub will have no claim against the Company, its Subsidiaries, Blocker, the Blocker Partners or any other Person with respect thereto. (c) Notwithstanding the foregoing, each of Blocker, the provisions Blocker Partners, the Company, its Subsidiaries, Parent and Merger Sub retains all of this Section 3.24 do not limit the express representations its rights and obligations of the Guarantor contained in the Guarantyremedies with respect to claims based on Fraud.

Acknowledgement of No Other Representations or Warranties. Except for Seller acknowledges that in making the determination to proceed with the transactions contemplated by this Agreement, it has relied solely on the representations and warranties expressly set forth in Article IV and the results of its own independent investigation and acknowledges that it has requested, received and reviewed all such information as Seller believes is necessary for evaluating the transactions contemplated by this Article III, neither Agreement. Seller acknowledges that the Company is in possession of additional information relating to the Company and/or the Shares and Seller further acknowledges that it is prepared to sell the Shares to the Company on the foregoing basis and waives any right to rescind or invalidate the sale of the Shares to the Company or seek damages or any other remuneration from the Company based on the Company, ’s possession of any such additional information relating to the Partnership nor Shares or Seller’s lack of possession of any Person on behalf such additional information relating to the Company and/or the Shares. None of the Company or the Partnership any of its Affiliates or Representatives or any other Person makes any other express or implied representation or warranty warranty, at law or in equity, with respect to the Company, the Partnership Company or any other Company Subsidiaries of its Affiliates or as to the accuracy or completeness of any information regarding their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, prospects or any other 13 information provided to Seller or its Affiliates or Representatives (any such information described in this Section 6.15, the “Company Provided Information”), notwithstanding the delivery or disclosure to Seller or its Affiliates or Representatives of any documentation, estimates, projections, forecasts and or other forward-looking information or business and strategic plan information regarding by the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (aor any component thereof), future cash flows (or any component thereof) or future financial condition (or any financial projection, forecast, estimate, budget or prospect information relating to component thereof) of the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in Affiliates or the course of their due diligence investigation future business, operations or affairs of the Company and the PartnershipCompany, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates Affiliates heretofore or their respective business or operations, including with respect hereafter delivered to any information provided or made available to Seller or its Representatives or Affiliates. To the Companyfullest extent permitted by Applicable Law and subject to Section 6.14, the Partnership or any of their respective affiliates or Representatives. Except except with respect to the representations and warranties expressly set forth contained in Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II the Company contained herein, none of the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates its Affiliates or Representatives shall have any liability to Seller or its Affiliates or Representatives on any basis (including in contract or whether based on contract, tort, under equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws, including any applicable federal or state securities Laws laws, or otherwiseotherwise and whether by or through attempted piercing of the corporate veil) based upon any the delivery, dissemination Company Provided Information or statements (or any other distribution to the Company, the Partnership omissions therefrom) provided or any of their respective affiliates or Representatives, or the use made available by the Company, the Partnership Company or any of their respective affiliates its Affiliates and Representatives to Seller or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership or any of their respective affiliates or their respective its Affiliates and Representatives in expectation of connection with the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor contained in the Guaranty.

Acknowledgement of No Other Representations or Warranties. Except for the representations (a) Each of Parent and warranties in this Article III, neither the Company, the Partnership nor any Person on behalf Acquisition Sub acknowledges that it has conducted its own independent investigation and analysis of the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or their respective businessesbusiness, operations, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation prospects of the Company and the Partnershipits Subsidiaries and that it and its representatives have received access to such books and records, the negotiation of this Agreement or the course facilities, equipment, Contracts and other assets of the Mergers or the other transactions contemplated by this Agreement. The Company and its Subsidiaries that it and its representatives have desired for such purpose and that it and its representatives have had full opportunity to meet with the Partnership hereby acknowledge thatmanagement of the Company and its Subsidiaries and to discuss the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and its Subsidiaries. To the fullest extent permitted by applicable Law, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth contained in Article IV ARTICLE III or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parentcontained in this Agreement, Merger Sub I, Merger Sub II, nor any none of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership its Subsidiaries or any of their affiliates respective Affiliates or Representatives shall have any liability to Parent or Acquisition Sub or their respective Affiliates or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination any information or statements (or any other distribution to the Company, the Partnership omissions therefrom) provided or any of their respective affiliates or Representatives, or the use made available by the Company, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership or any of their respective affiliates its Subsidiaries or their respective Affiliates or Representatives to Parent, Acquisition Sub or their respective Affiliates or Representatives in expectation connection with the transactions contemplated herein. (b) Neither Parent nor any of its Affiliates has entered into any Contract or any commitments to enter into any Contract pursuant to which: (i) any stockholder of the Mergers Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company agrees to vote against, or not to tender Company Shares in any offer in connection with, any Superior Proposal; or (ii) any third party has agreed to provide, directly or indirectly, any capital (other than pursuant to the Debt Commitment Letter) to Parent or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations Company to finance in whole or in part any of the Guarantor contained uses of the Debt Financing described in the Guarantyclauses (i) through (iv) of Section 4.10(b).

Acknowledgement of No Other Representations or Warranties. Except for the representations (a) Parent and warranties in this Article IIIMerger Sub have conducted their own independent investigation, neither the Companyverification, the Partnership nor any Person on behalf review, and analysis of the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or their respective businesses, operations, propertiesresults of operations, financial condition, assets, liabilities, condition (financial or otherwise) or prospectsand prospects of the Company and its Subsidiaries, or any estimates, projections, forecasts to the extent necessary and other forward-looking information or business appropriate for Parent and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or Merger Sub to make a fully informed decision with respect to any other information provided or made available whether to Parent, enter into this Agreement and to consummate the Transactions. Parent and Merger Sub I or acknowledge and agree that the Company has provided access to the personnel, properties, and records of the Company and its Subsidiaries and has substantially complied with the requests by Parent and Merger Sub II or and their respective Affiliates and Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any informationinvestigation, documentsverification, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement)review, and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation analysis of the Company and its Subsidiaries by Parent and Merger Sub and their respective Affiliates and Representatives prior to the Partnership, the negotiation date of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company . (b) Parent and the Partnership hereby Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth contained in Article IVIV or in the certificate delivered pursuant to Section 7.2(g), (i) neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any Subsidiaries of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth in Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub IICompany, nor any of their affiliatesrespective Affiliates or Representatives makes or has made, nor is Parent or Merger Sub relying on, and Parent and Merger Sub expressly disclaim any other Person on their behalfreliance on, will have any representation or be subject to warranty, either express or implied, of any liability kind whatsoever, including without limitation any representation or indemnification obligation to warranty concerning (x) the Company or any of its Subsidiaries; (y) any of the Company’s, or any of its Subsidiaries’ respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise), or prospects; or (z) the Transactions, and (ii) except in the case of Fraud, the Company, the Partnership or any Subsidiaries of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership or any Company and each of their respective affiliates Affiliates and Representatives hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or Representativesinformation communicated, or the use furnished (orally or in writing) by the Company, the Partnership Subsidiaries of the Company and each of their respective Affiliates and Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Merger Sub by any Representative of the Company or any of their respective affiliates its Subsidiaries or RepresentativesAffiliates). (c) Without limiting the generality of clauses (a) and (b) above, Parent and Merger Sub acknowledge and agree that (i) in connection with its investigation of any informationthe Company and its Subsidiaries, documents, Parent has received from or on behalf of the Company certain projections, forecastsincluding projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information of the Company and its Subsidiaries, (ii) there are uncertainties inherent in attempting to make such estimates, predictions projections and other forecasts and plans, that Parent and Merger Sub are familiar with such uncertainties, and that Parent and Merger Sub are taking full responsibility for making its own evaluation of the adequacy and accuracy and completeness of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), (iii) neither the Company nor any of its Subsidiaries, Affiliates, or Representatives make any representations or warranties whatsoever with respect to such estimates, projections and other material made available to forecasts and plans (including the Companyreasonableness of the assumptions underlying such estimates, projections and forecasts), and Parent and Merger Sub have not relied thereon, and (iv) except in the Partnership case of Fraud, Parent and Merger Sub will have no claim against the Company or any of their respective affiliates or their respective Representatives in expectation other Person with respect thereto. (d) Subject to all of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the foregoing provisions of this Section 3.24 do not limit the express representations 5.13, each of Parent and obligations Merger Sub retains all of the Guarantor contained in the Guarantyits rights and remedies with respect to claims based on Fraud.

Acknowledgement of No Other Representations or Warranties. Except Each of Parent and Sub acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries and that it and its representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company and the Company Subsidiaries that it and its representatives have desired or requested to review for such purpose and that it and its representatives have had full opportunity to meet with the management of the Company and the Company Subsidiaries and to discuss the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries. Each of Parent and Sub acknowledges and agrees that, except for the representations and warranties contained in this Article III, neither none of the Company, the Partnership nor Company Subsidiaries or any Person on behalf of their respective affiliates or the Company Representatives makes or has made any representation or warranty, either express or implied, concerning the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers prospects or the other transactions contemplated Transactions. To the fullest extent permitted by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoingapplicable Law, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth contained in Article IV or III, any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parentcontained herein or fraud, Merger Sub I, Merger Sub II, nor any none of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership Company Subsidiaries or any of their respective affiliates or the Company Representatives shall have any liability to Parent or Sub or their respective affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination any information or statements (or any other distribution to the Company, the Partnership omissions therefrom) provided or any of their respective affiliates or Representatives, or the use made available by the Company, the Partnership Company Subsidiaries or any of their respective affiliates or Representativesthe Company Representatives to Parent, of any information, documents, projections, forecasts, estimates, predictions Sub or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives and representatives in expectation of connection with the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor contained in the GuarantyTransactions.

Acknowledgement of No Other Representations or Warranties. Except for (a) Buyer acknowledges that in making the determination to proceed with the transactions contemplated by this Agreement, it has relied solely on the results of its own independent investigation and the representations and warranties expressly set forth in this Article III. None of the Sellers, neither the Company, the Partnership nor any Person on behalf of the Company or the Partnership any of their respective Affiliates or Representatives or any other Person makes any other express or implied representation or warranty warranty, at law or in equity, with respect to the CompanySellers, the Partnership Company or any other Company Subsidiaries of their respective Affiliates or as to the accuracy or completeness of any information regarding their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, prospects or any other information provided to Buyer or its Affiliates or Representatives (including as “Representatives”, with respect to Buyer and solely for purposes of this Section 8.14, any actual debt financing sources of Buyer) (any such information described in this Section 8.14(a), the “Seller Provided Information”), notwithstanding the delivery or disclosure to Buyer or its Affiliates or Representatives of any documentation, estimates, projections, forecasts and or other forward-looking information or business and strategic plan information regarding by the CompanySellers, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (aor any component thereof), future cash flows (or any component thereof) or future financial condition (or any financial projection, forecast, estimate, budget or prospect information relating to component thereof) of the CompanySellers, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Affiliates or the future business, operations or affairs of the Sellers, the Company or any of their respective Affiliates heretofore or hereafter delivered to or made available to Buyer or its Representatives or Affiliates. To the fullest extent permitted by Applicable Law and subject to Section 8.12, except with respect to the representations and warranties contained in Article III or any breach of any covenant or other agreement of the Sellers contained herein, none of the Sellers or the Company, their Affiliates or any of their respective Affiliates or Representatives shall have any liability to Buyer or its Affiliates, or any of their respective Affiliates or Representatives on any basis (whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws, including any applicable federal or state securities laws, or otherwise and whether by or through attempted piercing of the corporate veil) based upon any Seller Provided Information or statements (or any omissions therefrom) provided or made available by the Sellers or its Affiliates and Representatives to Buyer or its Affiliates and Representatives in connection with the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company . (b) Each of the Sellers acknowledges that in making the determination to proceed with the transactions contemplated by this Agreement, it has relied solely on the results of its own independent investigation and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any . None of their affiliates, nor Buyer or any other Person on behalf of any of them, has made or is making makes any other express or implied representation or warranty warranty, at law or in equity, with respect to ParentBuyer or its Affiliates or as to the accuracy or completeness of any information regarding their respective businesses, Merger Sub Ioperations, Merger Sub II assets, liabilities, condition (financial or otherwise) or prospects or any other information provided to the Sellers or any of their respective affiliates Affiliates or Representatives (any information described in this Section 8.14(b), the “Buyer Provided Information”), notwithstanding the delivery or disclosure to the Sellers or any of their respective business Affiliates or operationsRepresentatives of any documentation, including estimates, projections, forecasts or other information by Buyer or any of its Representatives or Affiliates with respect to any information provided one or more of the foregoing, including any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of Buyer or its Affiliates or the future business, operations or affairs of Buyer or its Affiliates heretofore or hereafter delivered to or made available to the CompanySellers Parties or their Representatives or Affiliates. To the fullest extent permitted by Applicable Law and subject to Section 8.12, the Partnership or any of their respective affiliates or Representatives. Except except with respect to the representations and warranties expressly set forth contained in Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II Buyer contained herein, the Company and the Partnership hereby acknowledge that neither the Parentnone of Buyer, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership its Affiliates or any of their respective affiliates Affiliates or RepresentativesRepresentatives shall have any liability to any Seller Party or its Affiliates, or the use by the Company, the Partnership or any of their respective affiliates Affiliates or RepresentativesRepresentatives on any basis (whether based on contract, tort, equity or strict liability, by the enforcement of any informationassessment, documentsby any legal or equitable proceeding, projectionsby virtue of any laws, forecastsincluding any applicable federal or state securities laws, estimates, predictions or other material otherwise and whether by or through attempted piercing of the corporate veil) based upon any Buyer Provided Information or statements (or any omissions therefrom) provided or made available by Buyer or its Affiliates and Representatives to the Company, the Partnership or any of their respective affiliates Sellers or their respective Affiliates and Representatives in expectation of connection with the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor contained in the Guaranty.

Acknowledgement of No Other Representations or Warranties. Except for the representations (a) Parent and warranties in this Article IIIMerger Sub have conducted their own independent investigation, neither the Companyverification, the Partnership nor any Person on behalf review, and analysis of the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or their respective businesses, operations, propertiesresults of operations, financial condition, assets, liabilities, condition (financial or otherwise) or prospectsand prospects of the Company and its Subsidiaries, or any estimates, projections, forecasts to the extent necessary and other forward-looking information or business appropriate for Parent and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or Merger Sub to make a fully informed decision with respect to any other information provided or made available whether to Parent, enter into this Agreement and to consummate the Transactions. Parent and Merger Sub I or acknowledge and agree that the Company has provided access to the personnel, properties, and records of the Company and its Subsidiaries and has substantially complied with the requests by Parent and Merger Sub II or and their respective Affiliates and Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any informationinvestigation, documentsverification, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement)review, and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation analysis of the Company and its Subsidiaries by Parent and Merger Sub and their respective Affiliates and Representatives prior to the Partnership, the negotiation date of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company . (b) Parent and the Partnership hereby Merger Sub acknowledge and agree that, except for the representations and warranties expressly set forth contained in Article IVIV or in the certificate delivered pursuant to Section 7.2(g), (i) neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any Subsidiaries of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth in Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub IICompany, nor any of their affiliatesrespective Affiliates or Representatives makes or has made, nor is Parent or Merger Sub relying on, and Parent and Merger Sub expressly disclaim any other Person on their behalfreliance on, will have any representation or be subject to warranty, either express or implied, of any liability kind whatsoever, including without limitation any representation or indemnification obligation to warranty concerning (x) the Company or any of its Subsidiaries; (y) any of the Company’s, or any of its Subsidiaries’ respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise), or prospects; or (z) the Transactions, and (ii) except in the case of Fraud, the Company, the Partnership or any Subsidiaries of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership or any Company and each of their respective affiliates Affiliates and Representatives hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or Representativesinformation communicated, or the use furnished (orally or in writing) by the Company, the Partnership Subsidiaries of the Company and each of their respective Affiliates and Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Merger Sub by any Representative of the Company or any of their respective affiliates its Subsidiaries or RepresentativesAffiliates). (c) Without limiting the generality of clauses (a) and (b) above, Parent and Merger Sub acknowledge and agree that (i) in connection with its investigation of any informationthe Company and its Subsidiaries, documents, Parent has received from or on behalf of the Company certain projections, forecastsincluding projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information of the Company and its Subsidiaries, (ii) there are uncertainties inherent in attempting to make such estimates, predictions projections and other forecasts and plans, that Parent and Merger Sub are familiar with such uncertainties, and that Parent and Merger Sub are taking full responsibility for making its own evaluation of the adequacy and accuracy and completeness of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), (iii) neither the Company nor any of its Subsidiaries, Affiliates, or Representatives make any representations or warranties whatsoever with respect to such estimates, projections and other material made available to forecasts and plans (including the Companyreasonableness of the assumptions underlying such estimates, projections and forecasts), and Parent and Merger Sub have not relied thereon, and (iv) except in the Partnership case of Fraud, Parent and Merger Sub will have no claim against the Company or any of their respective affiliates or their respective Representatives in expectation other Person with respect thereto. (d) Subject to all of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the foregoing provisions of this Section 3.24 do not limit the express representations 5.13, each of Parent and obligations Merger Sub retains all of the Guarantor contained in the Guaranty.its rights and remedies with respect to claims based on Fraud. ARTICLE VI COVENANTS

Acknowledgement of No Other Representations or Warranties. Except (a) Each of Parent and Sub acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries and that it and its representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company and the Company Subsidiaries and that it and its representatives have had an opportunity to meet with the management of the Company and the Company Subsidiaries and to discuss the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries. Each of Parent and Sub acknowledges and agrees that, except for the representations and warranties contained in this Article IIIIII and the certificate contemplated by clause (c)(v) of Annex II, neither none of the Company, the Partnership nor Company Subsidiaries or any Person on behalf of their respective affiliates or representatives makes or has made any representation or warranty, either express or implied, concerning the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospectsprospects or the Transactions and each of the Parent and Sub and each of their respective Subsidiaries acknowledges and agrees that it has not relied upon or otherwise been induced by, any other representation or any estimateswarranty, projectionseither express or implied, forecasts and other forward-looking information concerning the Company or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or Transactions. (b) Neither Parent nor any oral or written information presented to Parent, Merger Sub I, Merger Sub II of its affiliates has entered into any Contract or any of their respective Representatives in the course of their due diligence investigation commitments to enter into any Contract pursuant to which any stockholder of the Company and (i) would be entitled to receive consideration of a different amount or nature than the Partnership, the negotiation of this Agreement Offer Price or the course of Merger Consideration, (ii) agrees to tender such stockholder’s Shares in the Mergers Offer or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect (iii) agrees to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth in Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership or any of their respective affiliates or Representativesvote against, or the use by the Companynot to tender Shares in any offer in connection with, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives in expectation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor contained in the GuarantySuperior Proposal.

Acknowledgement of No Other Representations or Warranties. Except (a) Each of Parent and Sub acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries and that it and its representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company and the Company Subsidiaries that it and its representatives have desired for such purpose and that it and its representatives have had full opportunity to meet with the management of the Company and the Company Subsidiaries and to discuss the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries. Each of Parent and Sub acknowledges and agrees that, except for the representations and warranties contained in this Article III, neither none of the Company, the Partnership nor Company Subsidiaries or any Person on behalf of their respective affiliates or representatives makes or has made any representation or warranty, either express or implied, concerning the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers prospects or the other transactions contemplated Transactions. To the fullest extent permitted by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoingapplicable Law, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth contained in Article IV III or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parentcontained in this Agreement, Merger Sub I, Merger Sub II, nor any none of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership Company Subsidiaries or any of their respective affiliates or representatives shall have any liability to Parent or Sub or their respective affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination any information or statements (or any other distribution to the Company, the Partnership omissions therefrom) provided or any of their respective affiliates or Representatives, or the use made available by the Company, the Partnership Company Subsidiaries or any of their respective affiliates or Representativesrepresentatives to Parent, of any information, documents, projections, forecasts, estimates, predictions Sub or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives representatives in expectation connection with the Transactions. (b) As of the Mergers date of this Agreement, neither Parent nor any of its affiliates has entered into any Contract or any commitments to enter into any Contract pursuant to which: (i) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company agrees to vote against, or not to tender Shares in any offer in connection with, any Superior Proposal; or (ii) any third party has agreed to provide, directly or indirectly, any capital (other than pursuant to the Debt Commitment Letter) to Parent or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations Company to finance in whole or in part any of the Guarantor contained in the GuarantyFinancing Uses.

Acknowledgement of No Other Representations or Warranties. Except for Seller acknowledges that in making the determination to proceed with the transactions contemplated by this Agreement, it has relied solely on the representations and warranties expressly set forth in Article IV and the results of its own independent investigation and acknowledges that it has requested, received and reviewed all such information as Seller believes is necessary for evaluating the transactions contemplated by this Article III, neither Agreement. Seller acknowledges that Buyer is in possession of additional information relating to the Company, Company and/or the Partnership nor Shares and Seller further acknowledges that it is prepared to sell the Shares to Buyer on the foregoing basis and waives any Person on behalf right to rescind or invalidate the sale of the Shares to Buyer or seek damages or any other remuneration from Buyer based on Buyer’s possession of any such additional information relating to the Company and/or the Shares or Seller’s lack of possession of any such additional information relating to the Partnership Company and/or the Shares. None of Buyer or any of its Affiliates or Representatives or any other Person makes any other express or implied representation or warranty warranty, at law or in equity, with respect to the Company, the Partnership Buyer or any other Company Subsidiaries of its Affiliates or as to the accuracy or completeness of any information regarding their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, prospects or any other information provided to Seller or its Affiliates or Representatives (any such information described in this Section 6.15, the “Buyer Provided Information”), notwithstanding the delivery or disclosure to Seller or its Affiliates or Representatives of any documentation, estimates, projections, forecasts and or other forward-looking information or business and strategic plan information regarding the Companyby Buyer, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (aor any component thereof), future cash flows (or any component thereof) or future financial condition (or any financial projection, forecast, estimate, budget or prospect information relating to the Companycomponent thereof) of Buyer, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in Affiliates or the course future business, operations or affairs of their due diligence investigation of Buyer, the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates Affiliates heretofore or their respective business or operations, including with respect hereafter delivered to any information provided or made available to Seller or its Representatives or Affiliates. To the Companyfullest extent permitted by Applicable Law and subject to Section 6.14, the Partnership or any of their respective affiliates or Representatives. Except except with respect to the representations and warranties expressly set forth contained in Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II Buyer contained herein, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor any none of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership Buyer or any of their affiliates its Affiliates or Representatives shall have any liability to Seller or its Affiliates or Representatives on any basis (including in contract or whether based on contract, tort, under equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws, including any applicable federal or state securities Laws laws, or otherwiseotherwise and whether by or through attempted piercing of the corporate veil) based upon the delivery, dissemination any Buyer Provided Information or statements (or any other distribution to the Company, the Partnership omissions therefrom) provided or any of their respective affiliates or Representatives, or the use by the Company, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available by Buyer or its Affiliates and Representatives to the Company, the Partnership Seller or any of their respective affiliates or their respective its Affiliates and Representatives in expectation of connection with the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor contained in the Guaranty.

Acknowledgement of No Other Representations or Warranties. Except for the representations and warranties in this Article III, neither the Company, the Partnership nor any Person on behalf of the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company Purchaser acknowledges and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge agrees that, except for the representations and warranties expressly set forth contained in Article III and Article IV, (i) neither ParentSeller, Merger Sub Ithe Companies, Merger Sub II nor any of their affiliatesrespective Affiliates or Representatives makes or has made, nor is Purchaser relying on, and Purchaser expressly disclaims any other Person on behalf reliance on, any representation or warranty, either express or implied, of any of themkind whatsoever, has made or is making including without limitation any other express or implied representation or warranty with respect to Parentconcerning (x) Seller, Merger Sub Ithe Companies, Merger Sub II or any of their respective affiliates Affiliates; (y) any of Seller’s, the Companies’, or any of their Affiliates’ respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise), or prospects; or (z) the transactions contemplated by this Agreement, and (ii) Seller, the Companies, and each of their respective business Affiliates and Representatives hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or operationsinformation communicated, including with respect to any information provided or made available to the Companyfurnished (orally or in writing) by Seller, the Partnership Companies, and each of their respective Affiliates and Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser by any Representative of Seller, the Companies or any of their respective affiliates Affiliates). (b) Without limiting the generality of clause (a) above, Purchaser acknowledges and agrees that (i) in connection with its investigation of the Companies, Purchaser has received from or Representatives. Except with respect to the representations and warranties expressly set forth in Article IV or any breach on behalf of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company Seller and the Partnership hereby acknowledge Companies certain projections, including projected statements of operating revenues and income from operations of the Companies and certain business plan information of the Companies, (ii) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, and that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy and completeness of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), (iii) neither Seller nor the Parent, Merger Sub I, Merger Sub II, Companies nor any of their affiliatesAffiliates, nor or Representatives make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and Purchaser has not relied thereon, and (iv) Purchaser will have no claim against Seller, the Companies or any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates on any basis with respect thereto. (including in contract or tort, under federal or state securities Laws or otherwisec) based upon the delivery, dissemination or any other distribution to the Company, the Partnership or any of their respective affiliates or Representatives, or the use by the Company, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives in expectation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations each of the Guarantor contained in Seller, the GuarantyCompanies, and Purchaser retains all of its rights and remedies with respect to claims based on Fraud.

Acknowledgement of No Other Representations or Warranties. (a) Except for the representations and warranties in this Article IIIIII or in any certificate delivered by the Company or the Partnership to the Parent Entities, Merger Sub I or Merger Sub II, neither the Company, the Partnership nor any Person on behalf of the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parentthe Parent Entities, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parentthe Parent Entities, Merger Sub I or Merger Sub II or their respective Representatives in “"data rooms,” " management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parentthe Parent Entities, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parentthe Parent Entities, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parentthe Parent Entities, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. . (b) The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IVIV or in any certificate delivered by the Parent Entities, Merger Sub I or Merger Sub II to the Company or the Partnership, neither Parentthe Parent Entities, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parentthe Parent Entities, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth in Article IV or in any certificate delivered by the Parent Entities, Merger Sub I or Merger Sub II to the Company or the Partnership or any breach of any covenant or other agreement of Parentthe Parent Entities, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the ParentParent Entities, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership or any of their respective affiliates or Representatives, or the use by the Company, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives in expectation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor contained in the Guaranty.

Acknowledgement of No Other Representations or Warranties. Except Each of Parent, HH Finance and Sub acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries and that it and its representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company and the Company Subsidiaries that it and its representatives have desired or requested to review for such purpose and that it and its representatives have had full opportunity to meet with the management of the Company and the Company Subsidiaries and to discuss the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries. Each of Parent, HH Finance and Sub acknowledges and agrees that, except for the representations and warranties contained in this Article IIIIII or in any agreement or certificate entered into or delivered in connection herewith, neither none of the Company, the Partnership nor Company Subsidiaries or any Person on behalf of their respective affiliates or the Company Representatives makes or has made any representation or warranty, either express or implied, concerning the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers prospects or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and To the Partnership hereby acknowledge thatfullest extent permitted by applicable Law, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth contained in Article IV III or in any agreement or certificate entered into or delivered in connection herewith or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parentcontained in this Agreement, Merger Sub I, Merger Sub II, nor any none of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership Company Subsidiaries or any of their respective affiliates or the Company Representatives shall have any liability to Parent or Sub or their respective affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination any information or statements (or any other distribution to the Company, the Partnership omissions therefrom) provided or any of their respective affiliates or Representatives, or the use made available by the Company, the Partnership Company Subsidiaries or any of their respective affiliates or Representativesthe Company Representatives to Parent, of any informationHH Finance, documents, projections, forecasts, estimates, predictions Sub or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives representatives in expectation of connection with the Mergers or the other transactions contemplated by this Agreement. Notwithstanding , and each of Parent, HH Finance and Sub acknowledge and agree that, except with respect to the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor warranties contained in the GuarantyArticle III or in any agreement or certificate entered into or delivered in connection herewith, it has not relied on any such information or statements.

Acknowledgement of No Other Representations or Warranties. Except Without limiting the representations and warranties contained in Article III or any certificate delivered by the Company pursuant to Section 6.02, each of Parent and Sub acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries and that it and its representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company and the Company Subsidiaries that it and its representatives have desired or requested to review for such purpose and that it and its representatives have had full opportunity to meet with the management of the Company and the Company Subsidiaries and to discuss the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries. Each of Parent and Sub acknowledges and agrees that, except for the representations and warranties contained in this Article IIIIII and any certificate delivered by the Company pursuant to Section 6.02, neither none of the Company, the Partnership nor Company Subsidiaries or any Person on behalf of their respective affiliates or the Company Representatives makes or has made any representation or warranty, either express or implied in connection with the Transactions, concerning the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospectsprospects or the Transactions. To the fullest extent permitted by applicable Law, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or except with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), actual common law fraud and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties contained in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of certificate delivered by the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect pursuant to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth in Article IV Section 6.02 or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parentcontained in this Agreement, Merger Sub I, Merger Sub II, nor any none of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership Company Subsidiaries or any of their respective affiliates or the Company Representatives shall have any liability to Parent or Sub or their respective affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination any information or statements (or any other distribution to the Company, the Partnership omissions therefrom) provided or any of their respective affiliates or Representatives, or the use made available by the Company, the Partnership Company Subsidiaries or any of their respective affiliates or Representativesthe Company Representatives to Parent, of any information, documents, projections, forecasts, estimates, predictions Sub or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives representatives in expectation of connection with the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor contained in the GuarantyTransactions.

Acknowledgement of No Other Representations or Warranties. Except (a) Buyer has conducted its own independent investigation, verification, review and analysis of the businesses, operations, results of operations, financial condition, assets, liabilities, and prospects of the Company Group, to the extent Buyer deemed necessary and appropriate. Buyer acknowledges that it and its Affiliates and Representatives have been provided sufficient access to the personnel, properties, and records of the Company Group for its investigation, verification, review and analysis. (b) Buyer acknowledges and agrees that, except for the representations and warranties contained in this Article IIIAgreement, neither none of the Sellers, the Company, the Partnership Company Subsidiaries or any of their respective Affiliates or Representatives makes or has made, nor is Buyer relying on, any Person on behalf of representation or warranty, either express or implied, concerning the Sellers, the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or any of their respective businesses, operations, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers prospects or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and To the Partnership hereby acknowledge thatfullest extent permitted by applicable Law, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth contained in Article IV or any breach contained in this Agreement, none of any covenant or other agreement of Parentthe Sellers, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership Company Subsidiaries or any of their affiliates respective Affiliates, employees, equityholders or any other person or their Representatives shall have any liability to Buyer or its Affiliates or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination any information or statements (or any other distribution to omissions therefrom) provided or made available by the Sellers, the Company, the Partnership or any of their respective affiliates or Representatives, or the use by the Company, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership or any of their respective affiliates Company Subsidiaries or their respective Affiliates or Representatives to Buyer or its Affiliates and Representatives in expectation connection with the transactions contemplated hereby. (c) Without limiting the generality of Section 5.11(a) and Section 5.11(b), Buyer acknowledges and agrees that (i) in connection with its investigation of the Mergers Company Group, Buyer has received from or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations on behalf of the Guarantor contained Sellers and the Company certain projections, including projected statements of operating revenues and income from operations of the Company Group and certain business plan information of the Company Group, (ii) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the Guarantyadequacy and accuracy and completeness of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), (iii) neither the Sellers nor the Company make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and Buyer has not relied thereon, and (iv) Buyer will have no claim against the Sellers or any other person with respect thereto.

Acknowledgement of No Other Representations or Warranties. Except for the representations and warranties in this Article III, neither the Company, the Partnership nor any Person on behalf of the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth in Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership or any of their respective affiliates or Representatives, or the use by the Company, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives in expectation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor Guarantors contained in the GuarantyGuaranties.

Acknowledgement of No Other Representations or Warranties. Except for the representations and warranties in this Article III, neither the Company, the Partnership nor any Person on behalf of the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwisea) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I Parent and Merger Sub II acknowledge the foregoing. In particular, acknowledges and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge agrees that, except for the representations and warranties expressly set forth contained in Article III and Article IV, as applicable, (i) neither Parentthe Company, Merger Sub I, Merger Sub II its Subsidiaries nor any of their affiliatesrespective Affiliates or Representatives makes or has made, nor is Parent or Merger Sub relying on, and Parent and Merger Sub expressly disclaims any other Person on behalf reliance on, any representation or warranty, either express or implied, of any of themkind whatsoever, has made or is making including without limitation any other express or implied representation or warranty with respect to Parentconcerning (x) the Company, its Subsidiaries, or any of their 88758860_15 respective Affiliates; (y) any of the Company’s, its Subsidiaries’, or any of their Affiliates’ respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise), or prospects; or (z) the transactions contemplated by this Agreement, (ii) neither Blocker, either Blocker Partner nor any of their respective Affiliates or Representatives makes or has made, nor is Parent or Merger Sub Irelying on, and Parent and Merger Sub II expressly disclaims any reliance on, any representation or warranty, either express or implied, of any kind whatsoever, including without limitation any representation or warranty concerning (x) the Company, its Subsidiaries, Blocker, the Blocker Partners or any of their respective affiliates or their respective business or operations, including with respect to Affiliates; (y) any information provided or made available to of the Company’s, its Subsidiaries’, Blocker’s, the Partnership Blocker Partners’ or any of their respective affiliates Affiliates’ respective businesses, operations, assets, liabilities, results of operations, condition (financial or Representatives. Except with respect to otherwise), or prospects; or (z) the representations transactions contemplated by this Agreement; and warranties expressly set forth in Article IV or any breach (iii) the Company, its Subsidiaries, Blocker, the Blocker Partners, and each of any covenant or other agreement of Parenttheir respective Affiliates and Representatives hereby disclaim all liability and responsibility for, and Parent and Merger Sub I expressly disclaim any reliance on, any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by the Company, its Subsidiaries, Blocker, the Blocker Partners, and each of their respective Affiliates and Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Parent or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor by any Representative of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates on any basis (including in contract or tortits Subsidiaries, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the CompanyBlocker, the Partnership Blocker Partners or any of their respective affiliates or RepresentativesAffiliates). (b) Without limiting the generality of clause (a) above, or Parent and Merger Sub acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the use by the CompanyCompany and its Subsidiaries, Blocker, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to Blocker Partners and the Company, the Partnership or any of their respective affiliates or their respective Representatives in expectation of the Mergers or the other transactions contemplated by this Agreement. , (ii) in connection with its investigation of the Company and its Subsidiaries, Blocker, the Blocker Partners, Parent and Merger Sub has received from or on behalf of the Company and its Subsidiaries, Blocker and the Blocker Partners certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries, Blocker and the Blocker Partners and certain business plan information of the Company and its Subsidiaries, Blocker and the Blocker Seller Partners, (iii) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Parent and Merger Sub is familiar with such uncertainties, and that each Parent and Merger Sub is taking full responsibility for making its own evaluation of the adequacy and accuracy and completeness of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), (iv) neither the Company, Blocker, the Blocker Seller Partners, the Company’s Subsidiaries nor any of their respective Affiliates, or Representatives make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and Parent and Merger Sub have not relied thereon, and (v) Parent and Merger Sub will have no claim against the Company, its Subsidiaries, Blocker, the Blocker Partners or any other Person with respect thereto. (c) Notwithstanding the foregoing, each of Blocker, the provisions Blocker Partners, the Company, its Subsidiaries, Parent and Merger Sub retains all of this Section 3.24 do not limit the express representations its rights and obligations of the Guarantor contained in the Guaranty.remedies with respect to claims based on Fraud. 88758860_15

Acknowledgement of No Other Representations or Warranties. Except for the representations (a) SPAC has conducted its own independent investigation, review, and warranties in this Article III, neither the Company, the Partnership nor any Person on behalf analysis of the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company Subsidiaries or their respective businesses, operations, propertiesresults of operations, financial condition, assets, liabilities, condition (financial or otherwise) or prospectsand prospects of the Company and its Subsidiaries, or any estimates, projections, forecasts to the extent necessary and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or appropriate for SPAC to make a reasonably informed decision with respect to any other information whether to enter into this Agreement. SPAC acknowledges and agrees that it and its Affiliates and Representatives have been provided or made available with all access that it has requested through the date hereof to Parentthe personnel, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any informationproperties, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation and records of the Mergers or the other transactions contemplated by this Agreement), Company and each of Parent, Merger Sub I its Subsidiaries. (b) SPAC acknowledges and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoingagrees that, except for the representations and warranties contained in this Article III and Article V (including the related portions of the Company Disclosure Schedules, in any certificate delivered to SPAC pursuant hereto), (i) neither the Company, the Partnership its Subsidiaries, nor any other Person of their respective Affiliates or Representatives makes or has made made, nor is SPAC relaying on, and SPAC expressly disclaims any reliance on, any representation or warranty, either express or implied implied, of any kind whatsoever, including without limitation any representation or warranty concerning (A) the Company or any of its Subsidiaries; (B) any of the Company’s or any of its Subsidiaries’ respective businesses, operations, assets, liabilities, results of operations, condition (financial or otherwise), or prospects; or (C) the transactions contemplated by this Agreement, and (ii) the Company, the Subsidiaries of the Company and each of their respective Affiliates and Representatives hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information communicated, or furnished (orally or in writing) by the Company, the Subsidiaries of the Company and each of their respective Affiliates and Representatives (including any opinion, information, projection, or advice that may have been or may be provided to ParentSPAC by any Representative of the Company or any of its Subsidiaries or Affiliates). (c) Without limiting the generality of clauses (a) and (b) above, SPAC acknowledges and agrees that (i) in connection with its investigation of the Company and its Subsidiaries, SPAC has received from or on behalf of the Company certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information of the Company and its Subsidiaries, (ii) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that SPAC is familiar with such uncertainties, and that SPAC is making its own evaluation of the adequacy and reasonableness of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, and forecasts), (iii) except for the representations and warranties contained in Article III and Article V (including the related portions of the Company Disclosure Schedules, and any certificate delivered to SPAC pursuant hereto), neither the Company nor any of its Subsidiaries, Affiliates, or Representatives make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and SPAC has not relied thereon, and (iv) SPAC will have no claim against the Company, Merger Sub I, Merger Sub II or any of their respective Representatives other Person with respect thereto. (d) Subject to (a) any financial projectionall of the foregoing provisions of this Section 4.20, forecast, estimate, budget or prospect information relating to each of the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any and SPAC retains all of their respective Representatives in the course of their due diligence investigation of the Company its rights and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty remedies with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth in Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person claims based on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership or any of their respective affiliates or Representatives, or the use by the Company, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives in expectation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor contained in the Guarantyfraud.

Acknowledgement of No Other Representations or Warranties. Except (a) Buyer has conducted its own independent investigation, review and analysis of the businesses, operations, results of operations, financial condition, assets, Liabilities, and prospects of the Company and its Subsidiaries, to the extent Buyer deemed necessary and appropriate for Buyer to make a reasonably informed decision with respect to whether to enter into this Agreement and to consummate the transactions contemplated by this Agreement. Buyer and its Affiliates and Representatives have been provided with reasonable access they requested to the personnel, properties, and records of the Company and its Subsidiaries for their investigation, verification, review, and analysis of the Company and its Subsidiaries before Closing. (b) Buyer acknowledges and agrees that, except for the representations and warranties contained in this Article IIIArticles III and IV or any certificate or schedule delivered in connection with the Closing pursuant hereto, neither (i) none of the Sellers, the Company, the Partnership nor any Person on behalf Subsidiaries of the Company or the Partnership any of their respective Affiliates or Representatives makes or has made, nor is Buyer relying on, and Buyer expressly disclaims any reliance on, any representation or warranty, either express or implied representation or warranty with respect to implied, concerning the CompanySellers, the Partnership Company or any other Company of its Subsidiaries or any of their respective businesses, operations, properties, assets, liabilitiesLiabilities, results of operations, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers prospects or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent(ii) Sellers and (prior to the Closing) the Company shall have no Liability or responsibility for any representation, Merger Sub I and Merger Sub II acknowledge the foregoing. In particularwarranty, and without limiting the generality of the foregoingprojection, except for the representations and warranties forecast, statement or information communicated, or furnished (orally or in this Article III neither the Companywriting) by a Seller, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II Company or any of their respective Representatives with respect to (a) any financial projectionAffiliates or Representatives, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for than the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II Articles III and IV or any certificate or schedule delivered by a Seller or the Company in connection with the Closing pursuant hereto. (c) Without limiting the generality of their respective affiliates or their respective business or operationsclauses (a) and (b) above, including with respect to any information provided or made available to the CompanyBuyer acknowledges and agrees that, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties except as expressly set forth in Article Articles III and IV or any breach certificate or schedule delivered by a Seller or the Company in connection with the Closing pursuant hereto, (i) in connection with its investigation of the Company and its Subsidiaries, Buyer has received from or on behalf of the Sellers and the Company certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information of the Company and its Subsidiaries, (ii) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, (iii) neither the Sellers nor the Company make any covenant representations or warranties whatsoever with respect to such estimates, projections and other agreement forecasts and plans (including the reasonableness of Parentthe assumptions underlying such estimates, Merger Sub I or Merger Sub II contained hereinprojections and forecasts), and Buyer has not relied thereon, and (iv) Buyer will have no claim against the Sellers, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership or any of their respective affiliates or Representatives, or the use by the Company, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives in expectation of the Mergers or the other transactions contemplated by this Agreementperson with respect thereto. Notwithstanding the foregoingforegoing or anything herein to the contrary, the provisions Buyer retains all of this Section 3.24 do not limit the express representations its rights and obligations of the Guarantor contained in the Guarantyremedies with respect to claims based on fraud.

Acknowledgement of No Other Representations or Warranties. Except for (a) Buyer acknowledges that in making the determination to proceed with the transactions contemplated by this Agreement, it has relied solely on the results of its own independent investigation and the representations and warranties expressly set forth in this Article IIIIII and Article IV. None of the Seller Parties, neither the Company, the Partnership nor any Person on behalf of the Company or the Partnership any of their respective Affiliates or Representatives or any other Person makes any other express or implied representation or warranty warranty, at law or in equity, with respect to the CompanySeller Parties, the Partnership Company or any other Company Subsidiaries of their respective Affiliates or as to the accuracy or completeness of any information regarding their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, prospects or any other information provided to Buyer or its Affiliates or Representatives (including as “Representatives”, with respect to Buyer and solely for purposes of this Section 9.15, any actual debt financing sources of the Buyer) (any such information described in this Section 9.15(a), the “Seller Provided Information”), notwithstanding the delivery or disclosure to Buyer or its Affiliates or Representatives of any documentation, estimates, projections, forecasts and or other forward-looking information or business and strategic plan information regarding by the CompanySeller Parties, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (aor any component thereof), future cash flows (or any component thereof) or future financial condition (or any financial projection, forecast, estimate, budget or prospect information relating to component thereof) of the CompanySeller Parties, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in Affiliates or the course of their due diligence investigation future business, operations or affairs of the Company and the PartnershipSeller Parties, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates Affiliates heretofore or their respective business or operations, including with respect hereafter delivered to any information provided or made available to Buyer or its Representatives or Affiliates. To the Companyfullest extent permitted by Applicable Law and subject to Section 9.13, the Partnership or any of their respective affiliates or Representatives. Except except with respect to the representations and warranties expressly set forth contained in Article III and Article IV or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II the Seller Parties contained herein, none of the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person on their behalf, will have Seller Parties or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership Affiliates or any of their respective affiliates Affiliates or RepresentativesRepresentatives shall have any liability to Buyer or its Affiliates, or the use by the Company, the Partnership or any of their respective affiliates Affiliates or RepresentativesRepresentatives on any basis (whether based on contract, tort, equity or strict liability, by the enforcement of any informationassessment, documentsby any legal or equitable proceeding, by virtue of any laws, including any applicable federal or state securities laws, or otherwise and whether by or through attempted piercing of the corporate veil) based upon any Seller Provided Information or statements (or any omissions therefrom) provided or made available by the Seller Parties or its Affiliates and Representatives to Buyer or its Affiliates and Representatives in connection with the transactions contemplated by this Agreement. (b) Each of the Seller Parties acknowledges that in making the determination to proceed with the transactions contemplated by this Agreement, it has relied solely on the results of its own independent investigation and the representations and warranties expressly set forth in Article V. None of Buyer or any other Person makes any other express or implied representation or warranty, at law or in equity, with respect to Buyer or its Affiliates or as to the accuracy or completeness of any information regarding their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects or any other information provided to the Seller Parties or any of their Affiliates or Representatives (any information described in this Section 9.15(b), the “Buyer Provided Information”), notwithstanding the delivery or disclosure to the Seller Parties or any of their Affiliates or Representatives of any documentation, estimates, projections, forecastsforecasts or other information by Buyer or any of its Representatives or Affiliates with respect to any one or more of the foregoing, including any projections, forecasts or other estimates, predictions plans or other material budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of Buyer or its Affiliates or the future business, operations or affairs of Buyer or its Affiliates heretofore or hereafter delivered to or made available to the CompanySellers Parties or their Representatives or Affiliates. To the fullest extent permitted by Applicable Law and subject to Section 9.13, except with respect to the Partnership representations and warranties contained in Article V or any breach of any covenant or other agreement of Buyer contained herein, none of Buyer, its Affiliates or any of their respective affiliates Affiliates or Representatives shall have any liability to any Seller Party or its Affiliates, or any of their respective Affiliates or Representatives on any basis (whether based on contract, tort, equity or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any laws, including any applicable federal or state securities laws, or otherwise and whether by or through attempted piercing of the corporate veil) based upon any Buyer Provided Information or statements (or any omissions therefrom) provided or made available by Buyer or its Affiliates and Representatives to the Seller Parties or their respective Affiliates and Representatives in expectation of connection with the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor contained in the Guaranty.

Acknowledgement of No Other Representations or Warranties. Except (a) Each of Parent and Merger Sub acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries and that it and its Representatives have received access to such books and records, facilities, equipment, Contracts and other assets of the Company and its Subsidiaries that it and its representatives have desired or requested to review for such purpose and that it and its representatives have had full opportunity to meet with the management of the Company and its Subsidiaries and to discuss the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Company and its Subsidiaries. Each of Parent and Merger Sub acknowledges and agrees that, except for the representations and warranties contained in this Article IIIIV and the Company Disclosure Letter, neither none of the Company, the Partnership nor Company Subsidiaries or any Person on behalf of their respective affiliates or representatives makes or has made any representation or warranty, either express or implied, concerning the Company or the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership its Subsidiaries or any other Company Subsidiaries or of their respective businesses, operations, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers prospects or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and To the Partnership hereby acknowledge thatfullest extent permitted by applicable Law, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth contained in Article IV and the Company Disclosure Letter, fraud, or any breach of any covenant or other agreement of Parent, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parentcontained in this Agreement, Merger Sub I, Merger Sub II, nor any none of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership Company Subsidiaries or any of their respective affiliates or representatives shall have any liability to Parent or Merger Sub or their respective affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery, dissemination any information or statements (or any other distribution to omissions therefrom) provided or made available by the Company, the Partnership its Subsidiaries or any of their respective affiliates or Representativesrepresentatives to Parent, Merger Sub or the use by the Company, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to representatives in connection with the Company, the Partnership or any of their respective affiliates or their respective Representatives in expectation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions . (b) Neither Parent nor any of this Section 3.24 do not limit the express representations and obligations its Affiliates has entered into any Contract or any commitments to enter into any Contract (i) pursuant to which any stockholder of the Guarantor contained Company would be entitled to receive consideration of a different amount or nature than the Offer Price or the Merger Consideration, (ii) except for the Tender Agreement, pursuant to which any stockholder of the Company (A) agrees to tender such stockholder’s shares of Company Common Stock in the GuarantyOffer or (B) agrees to vote against, or not to tender shares of Company Common Stock in any offer in connection with, any Superior Proposal, or (iii) pursuant to which any third party has agreed to provide any capital (other than pursuant to the Financing Commitment) to Parent or the Company to finance in whole or in part any of the Financing Uses.

Acknowledgement of No Other Representations or Warranties. Except (a) Buyer has conducted its own independent investigation, verification, review and analysis of the businesses, operations, results of operations, financial condition, assets, liabilities, and prospects of the Company, to the extent Buyer deemed necessary and appropriate. Buyer acknowledges that it and its Affiliates and Representatives have been provided sufficient access to the personnel, properties, and records of the Company for its investigation, verification, review and analysis. (b) Buyer acknowledges and agrees that, except for the representations and warranties contained in this Article IIIAgreement, neither none of the CompanySeller, the Partnership nor any Person on behalf of the Company or the Partnership any of their respective Affiliates or Representatives makes or has made, nor is Buyer relying on, any representation or warranty, either express or implied representation or warranty with respect to implied, concerning the CompanySeller, the Partnership Company or any other Company Subsidiaries or of their respective businesses, operations, properties, assets, liabilities, results of operations, condition (financial or otherwise) or prospects, or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers prospects or the other transactions contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material made available to Parent, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each of Parent, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor any other Person makes or has made any express or implied representation or warranty to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any oral or written information presented to Parent, Merger Sub I, Merger Sub II or any of their respective Representatives in the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of the Mergers or the other transactions contemplated by this Agreement. The Company and To the Partnership hereby acknowledge thatfullest extent permitted by applicable Law, except for the representations and warranties expressly set forth in Article IV, neither Parent, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making any other express or implied representation or warranty with respect to Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or their respective business or operations, including with respect to any information provided or made available to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and warranties expressly set forth contained in Article IV or any breach contained in this Agreement, none of any covenant or other agreement of Parentthe Seller, Merger Sub I or Merger Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parent, Merger Sub I, Merger Sub II, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation to the Company, the Partnership or any of their affiliates respective Affiliates, employees, equity holders or any other person or their Representatives shall have any liability to Buyer or its Affiliates or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information or statements (or any omissions therefrom) provided or made available by the deliverySeller, dissemination the Company, or their respective Affiliates or Representatives to Buyer or its Affiliates and Representatives in connection with the transactions contemplated hereby. (c) Without limiting the generality of Section 5.11(a) and Section 5.11(b), Buyer acknowledges and agrees that (i) in connection with its investigation of the Company, Buyer has received from or on behalf of the Seller and the Company certain projections, including projected statements of operating revenues and income from operations of the Company and certain business plan information of the Company, (ii) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy and completeness of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), (iii) neither the Seller nor the Company make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and Buyer has not relied thereon, and (iv) Buyer will have no claim against the Seller or any other distribution to the Company, the Partnership or any of their respective affiliates or Representatives, or the use by the Company, the Partnership or any of their respective affiliates or Representatives, of any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership or any of their respective affiliates or their respective Representatives in expectation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations and obligations of the Guarantor contained in the Guarantyperson with respect thereto.