Common use of Acknowledgment by Buyer Clause in Contracts

Acknowledgment by Buyer. Buyer acknowledges that it has conducted, to its satisfaction, an independent investigation of the financial condition, results of operations, assets, properties, projected operations of the Business and the Acquired Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only on the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate, and on no other representations or warranties of Seller or its Affiliates or any of their respective directors, officers, employees, members or representatives. Subject to the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation of the transactions contemplated by this Agreement. In connection with Buyer’s investigation of the Business and the Acquired Companies, Buyer has received from or on behalf of Seller certain projections, including projected statements of operating revenues and income from operations of the Business and the Acquired Companies. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Buyer has not relied on any of the foregoing and will have no claim against Seller or any other Person with respect thereto.

Acknowledgment by Buyer. (a) THE REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLERS SET FORTH IN THIS AGREEMENT AND THE TRANSACTION DOCUMENTS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION OR PROJECTIONS, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SELLERS. The Company, the Subsidiaries and the Sellers do not make or provide, and Buyer acknowledges that it has conductedhereby waives, any warranty or representation, express or implied, as to its satisfactionthe quality, an independent investigation merchantability, fitness for a particular purpose, conformity to samples, or condition of the financial condition, results of operations, assets, properties, projected operations of the Business and the Acquired Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only on the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate, and on no other representations or warranties of Seller or its Affiliates Company's or any of the Subsidiaries' assets or any part thereto. No claim shall be brought or maintained by the Company, its Subsidiaries or Buyer or their respective directorssuccessors or permitted assigns against any officer, officers, employees, members director or representatives. Subject to the representations and warranties employee (present or former) of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and Company, its Subsidiaries, the Sellers, the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor Representative or any of its past, present or future direct or indirect Affiliatesequity holder of the Sellers, directors officersand no recourse shall be brought or granted against any of them, membersby virtue of or based upon any alleged misrepresentation or inaccuracy in, employees or representatives will have breach of any of the representations, warranties or be subject to any liability covenants of the Company and/or the Sellers set forth or indemnification obligation (whether in contract or in tort) to Buyer contained in, this Agreement or any other Person resulting from certificate delivered hereunder, except to the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives extent provided in the Data Site, management presentations or any other form in expectation of the transactions contemplated by this Agreement. . (b) In connection with Buyer’s 's investigation of the Business Company and the Acquired CompaniesSubsidiaries, Buyer has received from or on behalf of Seller the Company, the Subsidiaries or the Sellers certain projections, including projected statements of operating revenues and income from operations of the Business and the Acquired Companies. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that that, except in the event of fraud by the Company or the Sellers, Buyer has not relied on any of the foregoing and will shall have no claim against the Company, its Subsidiaries, the Sellers, the Seller Representative or any direct or indirect equity holder of the Sellers with respect thereto. Accordingly, neither the Company, the Subsidiaries nor the Sellers 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). Buyer agrees that none of the Sellers nor any other Person will have or be subject to any liability to Buyer or any other Person with respect theretoresulting from the distribution to Buyer, or Buyer's use of, any information regarding the Company or any of the Subsidiaries or their respective businesses, including any information, document or material made available to Buyer or its Affiliates in management presentations or any other form in expectation of the transactions contemplated by this Agreement.

Acknowledgment by Buyer. (a) Buyer acknowledges that it has conducted, conducted to its satisfaction, satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties, prospects and projected operations of the Business and the Acquired Companies Business, and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only relied solely on the results of its own independent investigation and the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and Article IV, as qualified by the Seller Closing Certificate, and on no other representations or warranties of Seller or its Affiliates or any of their respective directors, officers, employees, members or representativesattached Disclosure Schedules. Subject to the The representations and warranties of by the Seller expressly and specifically set forth in Articles 3 Article IV constitute the sole and 4 exclusive representations, warranties and statements of this Agreement and the Seller Closing Certificate and the liability any kind of the Seller Entities hereunder and the Partners to Buyer in connection with respect theretothe transactions contemplated hereby, and Buyer understands, acknowledges and agrees that all other representations, warranties, and statements of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Business, or the quality, quantity or condition of the Purchased Assets) are specifically disclaimed by the Seller and the Partners. Neither the Seller nor the Partners makes or provides, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Purchased Assets or any part thereof except as expressly set forth in Section 4.09. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN ARTICLE IV, (X) BUYER IS ACQUIRING THE PURCHASED ASSETS AND THE BUSINESS ON AN “AS IS, WHERE IS” BASIS AND (Y) NONE OF THE SELLER, THE PARTNERS OR ANY OTHER PERSON (INCLUDING ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND BUYER IS NOT RELYING ON ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE BUSINESS OR THE PURCHASED ASSETS, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) BUYER OR ANY OF BUYER’S REPRESENTATIVES. (b) Except as may be specifically set forth in Articles IV and VIII, Buyer further agrees thatacknowledges that neither the Seller, subject to Section 12.19, none of Seller the Partners nor any of its past, present or future direct or indirect Affiliates, directors their respective officers, membersdirectors, employees or representatives agents, whether in an individual, corporate or any other capacity, will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from (nor shall Buyer have any claim with respect to) the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representativesreliance on, including any information, document documents, projections, forecasts or other material made available to Buyer in certain “data rooms,” confidential information memoranda or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation of of, or in connection with, the transactions contemplated by this Agreement. In , regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise. (c) Buyer acknowledges that in connection with Buyer’s the investigation by Buyer of the Business and the Acquired CompaniesBusiness, Buyer has received from or on behalf of the Seller certain projections, including projected forward-looking statements of operating revenues and income from operations of the Business other forecasts and the Acquired Companiescertain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections projections, forward-looking statements and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections projections, forward-looking statements and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecastsprojections, forward looking statements, forecasts or plans), and that Buyer has not relied on any of the foregoing and will shall have no claim against Seller anyone with respect thereto. Accordingly, Buyer acknowledges that neither the Seller, the Partners nor any of their respective officers, directors, employees or agents, whether in an individual, corporate or any other Person capacity, make any representation, warranty or other statement with respect theretoto, and Buyer is not relying on, such estimates, projections, forward looking statements and other forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forward-looking statements and other forecasts or plans).

Acknowledgment by Buyer. (a) Buyer acknowledges that it has conducted, conducted to its satisfaction, satisfaction an independent investigation and verification of the financial condition, results of operations, assets, propertiesliabilities, properties and projected operations of the Business Company and the Acquired Companies its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only relied on the results of its own independent investigation and verification and on the representations and warranties of the Company and Seller expressly and specifically set forth in Articles 3 this Agreement, including the schedules hereto. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND SELLER CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER IMPLIED REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION OR PROJECTIONS, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND SELLER. The Company and 4 of this Agreement and the Seller Closing Certificatedo not make or provide, and on no other representations Buyer hereby waives, any implied warranty or warranties representation, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of Seller or its Affiliates the Company’s or any of their respective directors, officers, employees, members or representatives. Subject to the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer Subsidiaries’ assets or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation of the transactions contemplated by this Agreement. part thereto. (b) In connection with Buyer’s investigation of the Business Company and the Acquired Companiesits Subsidiaries, Buyer has received from or on behalf of the Company, its Subsidiaries or Seller certain projections, including projected statements of operating revenues and income from operations of the Business and the Acquired Companies. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is making has made its own independent evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Buyer has not relied on any of the foregoing and will shall have no claim against the Company, its Subsidiaries, Seller or any other Person direct or indirect equity holder of Seller with respect thereto. Accordingly, neither the Company, any of its Subsidiaries nor Seller makes 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).

Acknowledgment by Buyer. Buyer acknowledges that it has conducted, conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, propertiesliabilities, properties and projected operations of the Business and the Acquired Companies Company and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only relied on the results of its own independent investigation and verification and the representations and warranties of the Seller expressly and specifically set forth in Articles 3 this Agreement, including the Schedules (and 4 updated Schedules). SUCH REPRESENTATIONS AND WARRANTIES BY SELLER CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND SELLER. No claim shall be brought or maintained by the Company or Buyer or their respective successors or permitted assigns against any officer, director or employee (present or former) of this Agreement and the Seller Closing CertificateCompany or Seller, and on no other representations recourse shall be sought or warranties of Seller or its Affiliates or granted against any of their respective directorsthem, officersby virtue of or based upon any alleged misrepresentation or inaccuracy in, employeesor breach of any of the representations, members warranties or representatives. Subject to the representations and warranties covenants of the Seller expressly and specifically set forth or contained in, this Agreement; except to the extent provided in Articles 3 Section 9.02 hereof or except to the extent that the same shall have been the result of fraud by any such Person (and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Siteevent of such fraud, management presentations such recourse shall be sought or any other form in expectation of granted solely against the transactions contemplated by this AgreementPerson or Persons committing such fraud). In connection with Buyer’s investigation of the Business and the Acquired CompaniesCompany, Buyer has received from or on behalf of Seller certain projections, including projected statements of operating revenues and income from operations of the Business Company and the Acquired Companiescertain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, uncertainties and that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including it, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts). Accordingly, Buyer hereby acknowledges that neither the Company nor Seller is making any representation or warranty with respect to such estimates, projections and that Buyer has not relied on any other forecasts and plans, including, without limitation, the reasonableness of the foregoing assumptions underlying such estimates, projections and will have no claim against Seller or any other Person with respect theretoforecasts.

Acknowledgment by Buyer. Buyer acknowledges that it has conducted, to its satisfaction, an independent investigation of the financial condition, results of operations, assets, propertiesliabilities, properties and projected operations of the Business and the Acquired Companies Company and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only on the representations and warranties of the Seller Sellers expressly and specifically set forth in Articles Article 3 and Article 4 of this Agreement and Agreement, the Seller Closing CertificateCertificate and the other Ancillary Agreements, and on no other representations or warranties of Seller Sellers or its Affiliates or any of their respective directors, officers, employees, members or representatives. Subject SUCH REPRESENTATIONS AND WARRANTIES BY SELLERS AND THOSE INCLUDED IN ANY ANCILLARY AGREEMENT HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLERS TO BUYER AND THEIR AFFILIATES REGARDING THE BUSINESS, THE COMPANY AND OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE BUSINESS, THE COMPANY OR TO ANY ENVIRONMENTAL, HEALTH OR SAFETY MATTERS) ARE SPECIFICALLY DISCLAIMED BY SELLERS AND ARE NOT BEING RELIED UPON BY BUYER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES. Notwithstanding the foregoing or anything to the representations and warranties contrary in this Agreement, nothing in this Section 10.01 shall in any way limit any of the Seller expressly and specifically representations or warranties set forth in Articles 3 and Article 3, Article 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation of the transactions contemplated by this Ancillary Agreement. In connection with Buyer’s investigation of the Business and the Acquired Companies, Buyer has received from or on behalf of Seller certain projections, including projected statements of operating revenues and income from operations of the Business and the Acquired Companies. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Buyer has not relied on any of the foregoing and will have no claim against Seller or any other Person with respect thereto.

Acknowledgment by Buyer. (a) Buyer knowingly, willingly, irrevocably and expressly acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that it has conducted, conducted to its satisfaction, full satisfaction an independent investigation and verification of the business, financial condition, results of operations, assets, liabilities, properties, projected operations contracts, and prospects of the Business Company and the Acquired Companies its Subsidiaries, and, in making its determination to proceed with the transactions contemplated by this AgreementTransactions, Buyer has determined to relied solely on the results of its own independent investigation and verification and has not relied on, is not relying on, and will not rely only on on, any of Seller, the Company or its Subsidiaries, that certain datasite administered by Venue (the “Dataroom”), the Projections or any other information, statements, disclosures, or materials, in each case whether written or oral, provided by, or as part of, any of the foregoing or any other Seller Party, except for the representations and warranties of the Seller Company expressly and specifically set forth in Articles 3 ARTICLE III and 4 of Sellers expressly and specifically set forth in ARTICLE IV, in each case, as qualified by the Disclosure Schedules and Updated Schedules and the terms and conditions (including limitations and exclusions) of this Agreement Agreement. Buyer knowingly, willingly, irrevocably and the Seller Closing Certificateexpressly acknowledges and agrees, on its own behalf and on no other representations or warranties behalf of Seller or its Affiliates or any of their respective directorsthe Buyer Group, officers, employees, members or representatives. Subject to that: (i) the representations and warranties of the Seller Company expressly and specifically set forth in Articles 3 ARTICLE III and 4 of Sellers expressly and specifically set forth in ARTICLE IV, in each case, as qualified by the Disclosure Schedules and Updated Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement Agreement, are the sole and exclusive representations, warranties, and statements of any kind made to Buyer and on which Buyer may rely in connection with the Transactions; and (ii) all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (A) the completeness or accuracy of, or any omission to state or to disclose, any information, including the Information Presentation, the Dataroom, the Projections, meetings, calls or correspondence with management or Advisors of Sellers, the Company and its Subsidiaries or any Seller Closing Certificate Parties or any information provided to Buyer after the date of this Agreement, including pursuant to Section 6.02 and (B) any other statement relating to the liability historical, current or future business, financial condition, results of operations, assets, liabilities, properties, contracts, and prospects of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor Company or any of its pastSubsidiaries, present or future direct the quality, quantity or indirect Affiliatescondition of the Company’s or its Subsidiaries’ assets, directors officersare, membersin each case, employees specifically disclaimed by Sellers and the Company, on their own behalf and on behalf of any Seller Parties. Buyer, on its own behalf and on behalf of the Buyer Group, knowingly, willingly, irrevocably and expressly: (x) disclaims reliance on the items in clause (ii) in the immediately preceding sentence and (y) acknowledges and agrees that it has relied on, is only relying on and will only rely on, the items in clause (i) in the immediately preceding sentence. Without limiting the generality of the foregoing, Buyer knowingly, willingly, irrevocably and expressly acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that neither the Company, nor any other Person (including the Seller Parties), has made, is making or representatives will have is authorized to make, and Buyer, on its own behalf and on behalf of the Buyer Group, hereby knowingly, willingly and irrevocably waives, any warranty or be subject to any liability or indemnification obligation representation (whether in contract written, electronic or in tort) oral form), express or implied, as to Buyer the quality, merchantability, fitness for a particular purpose, or condition of any Seller’s or the Company’s or its Subsidiaries’ business, operations, assets, liabilities, prospects or any other Person resulting from portion thereof, except solely to the distribution to Buyerextent expressly set forth in ARTICLE III or ARTICLE IV, or Buyer’s use in each case, as qualified by the Disclosure Schedules and Updated Schedules and the terms and conditions of, any information regarding including the Business or limitations and exclusions in, this Agreement. (b) Without limiting the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation generality of the transactions contemplated by this Agreement. In foregoing, in connection with Buyer’s the investigation by Buyer of Sellers and the Company and its Subsidiaries, Buyer and its Affiliates, and the representatives of each of the Business and the Acquired Companiesforegoing, Buyer has have received or may receive, from or on behalf of Seller Sellers or the Company, certain projections, forward-looking statements and other forecasts (whether in written, electronic or oral form, and including projected statements of operating revenues in the Information Presentation, Dataroom or management meetings) (collectively, “Projections”). Buyer knowingly, willingly, irrevocably and income from operations expressly acknowledges and agrees, on its own behalf, and on behalf of the Business Buyer Group, that (i) such Projections are being provided solely for the convenience of Buyer to facilitate its own independent investigation of the Company and the Acquired Companies. Buyer acknowledges that its Subsidiaries, (ii) there are uncertainties inherent in attempting to make such estimatesProjections, projections and other forecasts and plans, that (iii) Buyer is familiar with such uncertainties, that and (iv) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it Projections (including the reasonableness of the assumptions underlying such estimatesProjections). (c) Buyer knowingly, projections willingly, irrevocably and forecasts)expressly acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that it will not assert, institute or maintain, and will cause the members of the Buyer Group not to assert, institute or maintain, any action, suit, claim, investigation, or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal or equitable theory under which such liability or obligation may be sought to be imposed, that makes any claim contrary to the agreements and covenants set forth in this Section 11.02, including any such action, suit, claim, investigation, or proceeding with respect to the distribution to Buyer has not relied on or any member of the Buyer Group, or Buyer’s or any member of the Buyer Group’s use, of the Information Presentation, the Dataroom, the Projections or any other information, statements, disclosures, or materials, in each case whether written or oral, provided by them or any other Seller Party or any failure of any of the foregoing to disclose any information. (d) Notwithstanding the foregoing, nothing in this Section 11.02 shall limit claims of Fraud against the party hereto alleged to have committed such Fraud. (e) Buyer knowingly, willingly, irrevocably and expressly acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the agreements contained in this Section 11.02 (i) require performance after the Closing to the maximum extent permitted by applicable Law and will have no claim against Seller survive the Closing for the maximum duration permitted under applicable Law and will not be subject to any of the survival or any other Person with respect theretoexclusive remedy provisions of Section 11.01; and (ii) are an integral part of the Transactions and that, without these agreements set forth in this Section 11.02, the Company and Sellers would not enter into this Agreement.

Acknowledgment by Buyer. In order to induce Seller to enter into and perform this Agreement and the Related Documents, Buyer acknowledges that it has conductedand agrees with Seller as follows: (a) To the knowledge of Buyer, Seller's representations and warranties made in Article V are true and correct as of the date of execution of this Agreement. To the extent any representation or warranty of Seller made herein is, to its satisfactionthe knowledge of Buyer acquired prior to the date of execution of this Agreement, an independent investigation untrue or incorrect, (i) Buyer shall have no rights under this Agreement or any Related Documents by reason of such untruth or inaccuracy, and (ii) any such representation or warranty by Seller shall be deemed to be amended to the financial conditionextent necessary to render it consistent with such knowledge of Buyer. (b) Buyer has concluded whatever inspections, results of operationsstudies, assets, properties, projected operations of tests and investigations Buyer desired to conduct relating to the Business and the Acquired Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only on the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate, and on no other representations or warranties of Seller or its Affiliates or any of their respective directors, officers, employees, members or representatives. Subject to the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representativesAssets, including economic reviews and analyses, soil tests, engineering analyses, environmental analyses and analyses of any information, document or material made available applicable records of any Governmental Body. Buyer is relying solely on its own investigation as to Buyer or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation of the transactions contemplated by this Agreement. In connection with Buyer’s investigation of the Business and the Acquired CompaniesAssets and is assuming the risk that adverse physical, Buyer has received from economic or on behalf of Seller certain projections, including projected statements of operating revenues and income from operations of the Business and the Acquired Companies. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it conditions or circumstances (including the reasonableness of the assumptions underlying soil and groundwater conditions) may not have been revealed by such estimatesinvestigation. (c) NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, projections and forecasts)WRITTEN OR ORAL, and that Buyer has not relied on any of the foregoing and will have no claim against Seller or any other Person with respect theretoFURNISHED TO OR PREPARED AT THE REQUEST OF BUYER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE BUSINESS OR THE ASSETS. (d) THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE V OF THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLER TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE RELATED DOCUMENTS THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERSTANDINGS OR AGREEMENTS, ORAL OR WRITTEN, IN RELATION THERETO BETWEEN THE PARTIES OTHER THAN THOSE INCORPORATED HEREIN AND THEREIN. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V OF THIS AGREEMENT, BUYER DISCLAIMS RELIANCE ON ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, BY OR ON BEHALF OF SELLER OR ITS AFFILIATES OR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS PROVIDED IN SECTIONS 5.7, 5.11 AND 5.14, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF SELLER WITH RESPECT TO THE CONDITION OF THE ASSETS, COMPLIANCE WITH ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS OR THE PRESENCE OR RELEASES OF HAZARDOUS MATERIAL IN THE FIXTURES, SOILS, GROUNDWATER, SURFACE WATER OR AIR ON, UNDER OR ABOUT OR EMANATING FROM ANY OF THE PROPERTIES OR ASSETS OF SELLER.

Acknowledgment by Buyer. (a) Each of Buyer and Merger Sub has conducted its own independent review and analysis of the information provided by the Company regarding the Company, its business and the assets, Liabilities, results of operations and financial condition of the Company. Each of Buyer and Merger Sub acknowledges that, to the Knowledge of Buyer and Merger Sub, it has been furnished with or given full access to such information about the Company and its businesses and operations as Buyer, Merger Sub and their respective Representatives have requested. (b) Each of Buyer and Merger Sub acknowledges that it has conductedis consummating the Transactions without any representation or warranty, to its satisfactionexpress or implied, an independent investigation of by the financial condition, results of operations, assets, properties, projected operations of Company or the Business and the Acquired Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only on the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate, and on no other representations or warranties of Seller or its Affiliates Stockholders’ Agent or any of their respective directorsAffiliates, officers, employees, members or representatives. Subject to the representations and warranties of the Seller except as expressly and specifically set forth in Articles 3 and 4 of this Agreement and Article III (including the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tortCompany Disclosure Schedules) to Buyer or any other Person resulting from Transaction Document to which the distribution to Buyer, or Buyer’s use of, any information regarding the Business Company or the Acquired Companies furnished Stockholders’ Agent is a party or made available in any certificate or other document or instrument to be delivered to Buyer or its representatives, including any information, document or material made available pursuant to Buyer or its Affiliates or representatives in the Data Site, management presentations this Agreement or any such other form in expectation of the transactions contemplated Transaction Document. (c) With respect to any projection or forecast delivered by this Agreement. In connection with Buyer’s investigation of the Business and the Acquired Companies, Buyer has received from or on behalf of Seller certain projectionsthe Company to Buyer and/or Merger Sub, including projected statements each of operating revenues Buyer and income from operations of the Business and the Acquired Companies. Buyer Merger Sub acknowledges that (i) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts forecasts, and plans, that Buyer is familiar with (ii) the accuracy and correctness of such uncertainties, that Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections and forecasts may be affected by information that may become available through discovery or otherwise after the date of such projections and forecasts. (d) Each of Buyer and Merger Sub understands, acknowledges, and agrees that all representations and warranties of any or nature, whether express or implied, with respect to the Company or the Transaction, other forecasts and plans so furnished to it than those set forth in Article III (including the reasonableness related portions of the assumptions underlying such estimates, projections and forecastsCompany Disclosure Schedules), are specifically disclaimed by Company and that the Company Stockholders’ Agent on behalf of the Company Stockholders, and neither Buyer nor Merger Sub is relying or has not relied on any representation and warranty (or the accuracy or completeness thereof), express or implied, with respect to the Company or the Transactions, except for the representations and warranties set forth in this Article III (including the related portions of the foregoing and will have no claim against Seller or any other Person with respect theretoCompany Disclosure Schedules).

Acknowledgment by Buyer. (a) Buyer acknowledges that it has conducted, to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, propertiesliabilities, properties and projected operations of the Business Company and the Acquired Companies its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only relied on the representations results of its own independent investigation and warranties of the Seller expressly and specifically set forth verification, in Articles 3 and 4 of this Agreement and the Seller Closing Certificate, and on no other representations or warranties of Seller or its Affiliates or any of their respective directors, officers, employees, members or representatives. Subject addition to the representations and warranties of the Seller Company and the Sellers expressly and specifically set forth in Articles 3 this Agreement, including the schedules (and 4 updated schedules) attached hereto. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY OR TO ANY ENVIRONMENTAL, HEALTH, OR SAFETY MATTERS) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SELLERS. (b) No Seller shall have any indemnification, contribution, or other obligation for any Loss that the Buyer Indemnitees may suffer, and the Buyer Indemnitees shall have no remedies, with respect to (i) the subject matter of this Agreement and or the Seller Closing Certificate and transactions contemplated hereby, or (ii) any other matter relating to the liability Company or its Subsidiaries prior to the Closing, the operation of their respective businesses prior to the Seller Entities hereunder with respect theretoClosing, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from transaction or state of facts involving the distribution Company or its Subsidiaries prior to Buyerthe Closing (including any common law or statutory rights or remedies for environmental, health, or safety matters), other than the provisions of Sections 10.02, 10.04, and 10.12, which are Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation of the transactions contemplated by this Agreement. In connection with Buyer’s investigation of the Business sole and the Acquired Companies, Buyer has received from or on behalf of Seller certain projections, including projected statements of operating revenues and income from operations of the Business and the Acquired Companies. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Buyer has not relied on any of the foregoing and will have no claim against Seller or any other Person exclusive remedies with respect thereto. (c) Notwithstanding anything herein to the contrary, nothing herein shall limit any party’s remedies against another party in respect of intentional fraud by such other party.

Acknowledgment by Buyer. Buyer acknowledges that it has conducted, to its satisfaction, an independent investigation none of the financial conditionSellers, results nor any other Person has made any representation or warranty, express or implied, whether verbally or in writing, as to the accuracy or completeness of operations, assets, properties, projected operations of any information regarding the Business not specifically and the Acquired Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only on the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and none of the Seller Closing Certificate, and on no other representations or warranties of Seller or its Affiliates Sellers or any of their respective directors, officers, employees, members or representatives. Subject to the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives other Person will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from the - 40- NYC#: 148660.21 distribution to Buyer, Buyer or its Representatives or Buyer’s or its Representative’s use ofof any such information, including any confidential information regarding memoranda distributed on behalf of the Sellers relating to the Business or the Acquired Companies furnished other publications or Data Room information provided or made available to Buyer or its representativesRepresentatives, including or any information, other document or material information in any form provided (including whether provided verbally or in writing) or made available to Buyer or its Affiliates or representatives Representatives, including management presentations, in connection with the Data Site, management presentations or any other form in expectation transactions contemplated hereby. The consummation of the transactions contemplated hereby by Buyer are not done in reliance upon any representation or warranty or omission by, or information from, the Sellers or any of their respective Affiliates, employees or Representatives, nor any other Person, except for the representations and warranties specifically and expressly set forth in this Agreement. In connection with Buyer’s investigation of the Business and the Acquired CompaniesSUCH EXPRESS REPRESENTATIONS AND WARRANTIES BY THE SELLERS IN THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, Buyer has received from or on behalf of Seller certain projectionsAND BUYER UNDERSTANDS, including projected statements of operating revenues and income from operations of the Business and the Acquired Companies. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimatesACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, projections and other forecasts and plansEXPRESS OR IMPLIED (INCLUDING, that Buyer is familiar with such uncertaintiesBUT NOT LIMITED TO, that Buyer is making its own evaluation of the adequacy and accuracy of all estimatesANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimatesRESULTS OF OPERATIONS, projections and forecastsASSETS OR LIABILITIES OF THE COMPANIES), and that Buyer has not relied on any of the foregoing and will have no claim against Seller or any other Person with respect theretoARE SPECIFICALLY DISCLAIMED BY THE SELLERS. WITHOUT LIMITING THE FOREGOING, BUYER SPECIFICALLY ACKNOWLEDGES THAT THE SELLERS MAKE NO REPRESENTATION OR WARRANTY CONCERNING ANY PROJECTIONS PROVIDED BY OR ON BEHALF OF THE SELLERS TO BUYER. BUYER ACKNOWLEDGES THAT THIS WAIVER IS CONSPICUOUS.

Acknowledgment by Buyer. Buyer acknowledges that it has conducted, conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, propertiesliabilities, properties and projected operations of the Business and the Acquired Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only relied on the results of its own independent investigation and verification and the representations and warranties of the Seller Business expressly and specifically set forth in Articles 3 this Agreement, including the Schedules attached hereto (it being understood and 4 agreed, however, that such investigation shall in no way limit or excuse Seller's obligations provided herein for any breach of this Agreement and the Seller Closing Certificate, and on no other representations any representation or warranties of Seller or its Affiliates or any of their respective directors, officers, employees, members or representatives. Subject to the representations and warranties of the Seller expressly and specifically warranty set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder herein or with respect to any indemnification obligation with respect thereto). THE REPRESENTATIONS AND WARRANTIES BY SELLER CONTAINED HEREIN CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLER TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE BUSINESS) ARE SPECIFICALLY DISCLAIMED BY SELLER. Buyer further agrees that, subject to Section 12.19, none of that neither Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives other Person will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of's use, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including of any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, certain "data rooms," management presentations or any other form in expectation of the transactions contemplated by this AgreementAgreement except to the extent any such information is incorporated into this Agreement or the Schedules hereto. In Without limitation, in connection with Buyer’s 's investigation of the Business and the Acquired CompaniesBusiness, Buyer has received from or on behalf of Seller certain projections, including projected statements of operating revenues income and income from operations cash flow data of the Business and the Acquired Companiescertain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Buyer has not relied on any of the foregoing and will shall have no claim against Seller or any other Person person acting on behalf of Seller with respect thereto. Accordingly, Seller makes no representation or warranty with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts).

Acknowledgment by Buyer. In order to induce Seller to enter into and perform this Agreement and the Related Documents, Buyer acknowledges that it has conductedand agrees with Seller as follows: (a) To the knowledge of Buyer, Seller's representations and warranties made in Article V are true and correct as of the Effective Date. To the extent any representation or warranty of Seller made herein is, to its satisfactionthe knowledge of Buyer acquired prior to the Effective Date, an independent investigation untrue or incorrect, (i) Buyer shall have no rights under this Agreement or any Related Documents by reason of such untruth or inaccuracy, and (ii) any such representation or warranty by Seller shall be deemed to be amended to the financial condition, results extent necessary to render it consistent with such knowledge of operations, assets, properties, projected operations Buyer. (b) Other than any additional environmental due diligence that Buyer may conduct pursuant to Section 12.1 of the Business and the Acquired Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined concluded whatever inspections, studies, tests and investigations Buyer desired to rely only on the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate, and on no other representations or warranties of Seller or its Affiliates or any of their respective directors, officers, employees, members or representatives. Subject conduct relating to the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation of the transactions contemplated by this Agreement. In connection with Buyer’s investigation of the Business and the Acquired Companies, Buyer has received from or on behalf of Seller certain projectionsAssets, including projected statements economic reviews and analyses, soil tests, engineering analyses, environmental analyses (including Phase I environmental assessments of operating revenues the Assets) and income from operations analyses of any applicable records of any Governmental Body. Buyer is relying solely on its own investigation as to the Business and the Acquired Companies. Buyer acknowledges Assets and is assuming the risk that there are uncertainties inherent in attempting to make such estimatesadverse physical, projections and economic or other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it conditions or circumstances (including the reasonableness of the assumptions underlying soil and groundwater conditions) may not have been revealed by such estimatesinvestigation. (c) NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, projections and forecasts)WRITTEN OR ORAL, and that Buyer has not relied on any of the foregoing and will have no claim against Seller or any other Person with respect theretoFURNISHED TO OR PREPARED AT THE REQUEST OF BUYER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE BUSINESS OR THE ASSETS. (d) THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE V OF THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLER TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE RELATED DOCUMENTS THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERSTANDINGS OR AGREEMENTS, ORAL OR WRITTEN, IN RELATION THERETO BETWEEN THE PARTIES OTHER THAN THOSE INCORPORATED HEREIN AND THEREIN. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V OF THIS AGREEMENT, BUYER DISCLAIMS RELIANCE ON ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, BY OR ON BEHALF OF SELLER OR ITS AFFILIATES OR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS PROVIDED IN SECTIONS 5.7, 5.11 AND 5.14, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF SELLER WITH RESPECT TO THE CONDITION OF THE ASSETS, COMPLIANCE WITH ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS OR THE PRESENCE OR RELEASES OF HAZARDOUS MATERIAL IN THE FIXTURES, SOILS, GROUNDWATER, SURFACE WATER OR AIR ON, UNDER OR ABOUT OR EMANATING FROM ANY OF THE PROPERTIES OR ASSETS OF SELLER.

Acknowledgment by Buyer. 9.6.1 Buyer acknowledges and agrees that in connection with the transactions contemplated hereby, it has conducted, conducted to its satisfaction, an independent investigation of and due diligence process and is relying on the financial condition, results of operations, assets, properties, projected operations of the Business its own independent investigation and the Acquired Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only on verification and the representations and warranties of the Seller Company expressly and specifically set forth in Articles 3 and 4 of this Agreement (as qualified by the Schedules hereto). Buyer acknowledges and agrees that such representations and warranties by the Seller Closing Certificate, Company constitute the sole and on no other representations or warranties of Seller or its Affiliates or any of their respective directors, officers, employees, members or representatives. Subject to the exclusive representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tort) Company to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation of connection with the transactions contemplated hereby, and Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature express or implied are specifically disclaimed by the Company. Except as expressly set forth herein, the Company does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Company’s assets or any part thereto. Buyer acknowledges and agrees that no claim shall be brought or maintained by the Company or Buyer or their respective successors or permitted assigns against any officer, partner, director or employee (present or former) of any of the Company, and no recourse shall be brought or granted against the Company, by virtue of or based upon any alleged misrepresentation or inaccuracy in, or breach of any of the representations, warranties or covenants of the Company set forth or contained in, this Agreement. Agreement or any certificate delivered hereunder, except to the extent provided in Article 11 hereof. 9.6.2 In connection with Buyer’s investigation of the Business and the Acquired CompaniesPBM Business, Buyer acknowledges and agrees that it has received from or on behalf of Seller the Company certain projectionsestimates, including projected statements of operating revenues projections and income from operations of other forecasts and plans relating to the Business and the Acquired CompaniesPBM Business. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections projections, plans and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections projections, plans and forecasts), and that Buyer has not relied on any of the foregoing and will shall have no claim against Seller the Company or any other Person direct or indirect equity holder of the Company with respect thereto. Accordingly, Buyer acknowledges and agrees that the Company makes no 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, plans and forecasts).