Common use of Buyer’s Investigation and Reliance Clause in Contracts

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser and has made its own investigation, review and analysis regarding the Companies and the transactions contemplated hereby, which investigation, review and analysis were conducted by Buyer together with expert advisors that it has engaged for such purpose. Buyer and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries and other information that they have requested in connection with their investigation of the Companies and the transactions contemplated hereby. Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers or their Affiliates or Representatives with respect to the Companies, except as expressly set forth in Article IV and the Disclosure Schedules. Neither the Sellers nor any of their Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Companies. Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IV.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Company and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. The Buyer and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries and other information that they have requested in connection with their investigation of the Companies Company and the transactions contemplated hereby. None of the Seller, the Company or any of their respective Affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company contained herein or made available in connection with the Buyer’s investigation of the Company, except as expressly set forth in this Agreement. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers Seller, the Company or any of their respective Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV III, with respect to the representations made by the Seller only with respect to the Company, and in Article IV, with respect to representations made only by the Disclosure SchedulesSeller as it to itself. Neither None of the Sellers nor any of their Affiliates or Representatives shall have any liability to Buyer Seller or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany, including, without limitation, as contained in the Confidential Information Memorandum, dated Fall 2014. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, should that the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, Company on an “as is” and “where is” basis, except as expressly set forth in this Agreement. The Buyer acknowledges and agrees that the representations and warranties in Article III and Article IV and are the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any result of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccuratearms’ length negotiations between sophisticated parties. Nothing in this Section 5.6 5.9 is intended to modify or limit any of the representations or warranties of the Sellers Seller set forth in Article III or Article IV.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Group Companies and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. The Buyer and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company Business and its Subsidiaries the Group Companies and other information that they have requested in connection with their investigation of the Business and the Group Companies and the transactions contemplated hereby. Neither TreeHouse nor any of its Affiliates or their respective Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Business or the Business Entities made available in connection with the Buyer’s investigation of the Business or the Business Entities, except as expressly set forth in Article III (or in the Ancillary Agreements), and TreeHouse, on behalf of its Affiliates and their respective Representatives expressly disclaims any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers TreeHouse or any of its Affiliates or their Affiliates or Representatives with respect to the Companiesrespective Representatives, except as expressly set forth in Article IV and III (or in the Disclosure SchedulesAncillary Agreements). Neither the Sellers TreeHouse nor any of their Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or their respective Representatives shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of of, any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, ,” management presentations, due diligence discussions or in any other form in expectation of of, or in connection with, the transactions contemplated by this Agreement. Neither the Sellers TreeHouse nor any of their its Affiliates or their respective Representatives is making, directly or indirectly, any representation or warranty with respect to any forward-looking estimates, projections or forecasts involving the CompaniesBusiness or the Business Entities, including, without limitation, as contained in the confidential information memorandum dated February 2022. The Buyer acknowledges that there are inherent uncertainties in attempting to make such forward-looking estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such forward-looking estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such forward-looking estimates, projections and forecasts). The Buyer acknowledges that, should and agrees that the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” representations and “where is” basis, except as expressly set forth warranties in Article IV and III are the Disclosure Schedulesresult of arms’ length negotiations between sophisticated parties. Notwithstanding anything herein to the contrary, nothing in this Agreement shall limit or otherwise restrict the ability of the Buyer has no Knowledge or reason to believe that any of its Affiliates to assert any claim in the representations or warranties made by the Sellers as case of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IVFraud.

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Business, the Purchased Assets, the Assumed Liabilities and the transactions contemplated hereby, which investigation, review and analysis were was conducted by Buyer Bxxxx together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. Buyer and its Representatives representatives have been provided with full and complete access to the Representativesrepresentatives, properties, offices, plants and other facilities, books premises and records of the Company and its Subsidiaries Group Companies relating to the Business and other information that they have requested in connection with their investigation of the Companies Business, the Purchased Assets, the Assumed Liabilities and the transactions contemplated hereby. In entering into this Agreement, Buyer acknowledges that it has relied solely upon (i) its own investigation, review and analysis, (ii) the covenants and agreements set forth in this Agreement (iii) the express representations and warranties set forth in this Agreement, the certificate contemplated by Section 2.09(a)(vi) and any other Transaction Documents executed by the Group Companies (such representations in clause (iii), the “Express Representations”) (and is not relying on any statement, representation other factual representations or warranty, oral or written, express or implied, made by the Sellers or their Affiliates or Representatives with respect to the Companies, except as expressly set forth in Article IV and the Disclosure Schedules. Neither the Sellers nor any of their Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation opinions of the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates Group Companies or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Companies. Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecastsrepresentatives). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies Purchased Assets without any representation surviving representations or warranty as to merchantability or fitness for any particular purpose of their respective assetswarranties, on an “as is” and “where is” basis, except as expressly set forth in Article IV and other than the Disclosure Schedules. Express Representations, none of the Group Companies, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or direct or indirect equityholders make or have made, and Buyer has no Knowledge not relied on and is not relying on any representation or reason warranty, express or implied, at law or in equity, as to believe that any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to: (a) merchantability or fitness for any particular use or purpose; (b) the operation or ownership of the Purchased Assets or the Business by Buyer after the Closing in any manner; or (c) the probable success or profitability of the Business after the Closing. None of the Group Companies, any of their Affiliates or any their respective officers, directors, employees, agents, representatives or stockholders will, except in the representations case of Fraud, have or warranties be subject to any Liability or indemnification obligation to Buyer or any other Person resulting from the distribution to Buyer or its Affiliates or representatives of, or Buyer’s use of or reliance on, any information relating to the Business or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made by the Sellers as available to Buyer or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Buyer or in any other form in expectation of the date hereof are untrue, incomplete transactions contemplated by this Agreement or inaccurate. Nothing in this Section 5.6 is intended any discussions with respect to modify or limit any of the representations or warranties of the Sellers set forth in Article IVforegoing information.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Blockers, the Company and the Company’s Subsidiaries and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel and investment bankers, that it has engaged for such purpose. Buyer and its Representatives have been provided with full and complete access None of the Blockers, the Company, the Sellers or any of their respective Affiliates or representatives has made any representation or warranty, express or implied, as to the Representativesaccuracy or completeness of any information, propertiesstatements or other disclosure concerning the Blockers, officesthe Company or the Company’s Subsidiaries contained herein or made available in connection with the Buyer’s investigation of the Blockers, plants and other facilities, books and records of the Company and its the Company’s Subsidiaries and other information that they have requested their business, operations, prospects and results, except as expressly set forth in connection with their investigation of the Companies this Agreement, and the transactions contemplated herebySellers, the Company and their respective Affiliates and Representatives expressly disclaim any and all liability that may be based on any such information, statements or disclosure or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by any Seller, any Blocker, the Sellers Company, or any of their respective Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article III (as modified by the Company Disclosure Letter), with respect to representations made only by each Seller as to itself, and Article IV (as modified by the Company Disclosure Letter) with respect to representations made only by the Company as to itself, its Subsidiaries and the Disclosure SchedulesBlockers. Neither None of the Sellers nor Sellers, the Blockers, the Company or any of their Affiliates or Representatives other Person shall have any liability to the Buyer or any of its Affiliates or Representatives other Person resulting from the use of any statements, information, documents or materials made available to Buyerthe Buyer or any of its Affiliates or Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms”, ,” management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement, except as expressly set forth in this Agreement. Neither None of the Sellers nor Sellers, the Blockers, the Company or any of their Affiliates or Representatives other Person is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesBlockers, the Company or the Company’s Subsidiaries. The Buyer acknowledges acknowledges, on behalf of itself and its Affiliates, that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Without limiting the representations and warranties contained herein and subject thereto, the Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Companies Securities without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assetsthe Assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IV.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Company and its Subsidiaries and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. The Buyer and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries and other information that they have requested in connection with their investigation of the Companies Company and its Subsidiaries and the transactions contemplated hereby. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers Seller, the Company or any of their respective Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV this Agreement and the Disclosure Schedules. Neither None of the Sellers nor Seller, the Company or any of their respective Affiliates or Representatives shall have any liability to the Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, ,” management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither None of the Sellers nor Seller, the Company or any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany and its Subsidiaries. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, Company and its Subsidiaries on an “as is” and “where is” basis, except as expressly set forth in Article IV this Agreement and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 4.8 is intended to modify or limit any of the representations or warranties of the Sellers Seller set forth in Article IVthis Agreement.

Buyer’s Investigation and Reliance. Such Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Company and its Subsidiaries and the transactions contemplated hereby, which investigation, review and analysis were conducted by such Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. Buyer and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries and other information that they have requested in connection with their investigation of the Companies and the transactions contemplated hereby. Such Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, at law or in equity, made by Seller or the Sellers Company or any of their Affiliates or Representatives with in respect of the Shares, the Company, the Company’s Subsidiaries, or any of the Company’s or the Company’s Subsidiaries’ respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), except for the representations, warranties and covenants expressly set forth in this Agreement, the Disclosure Schedules and in any certificate delivered pursuant to Section 7.3(c). No Representative of Seller, the CompaniesCompany or the Company’s Subsidiaries has authority, express or implied, to make any representations, warranties or agreements, except as expressly set forth in Article IV this Agreement, and subject to the limitations provided herein. Such Buyer acknowledges and agrees that each Seller and the Disclosure SchedulesCompany have specifically disclaimed any such other representation or warranty made by any Person. All representations and warranties set forth in this Agreement are contractual in nature only. Neither of the Sellers Sellers, nor the Company, nor any of their respective Affiliates or Representatives shall have any liability to such Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to such Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither of the Sellers nor the Company nor any of their Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany and its Subsidiaries. Such Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Such Buyer acknowledges that, should the Closing occur, such Buyer shall acquire the Companies Company and its Subsidiaries through acquisition of the Shares without *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. any representation or warranty, including, without limitation, any representation and warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article Articles III and IV and of this Agreement, the Disclosure Schedules. Buyer has no Knowledge or reason Schedules and in any certificate delivered pursuant to believe that any clause (i) of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IV7.3(c).

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Company and the Business and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. The Buyer and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries the Business and other information that they have requested in connection with their investigation of the Companies Company and the Business and the transactions contemplated hereby. None of the Seller, the Company or any of their respective Affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company or the Business contained herein or made available in connection with the Buyer’s investigation of the Company, except as expressly set forth in this Agreement, and the Seller, the Company and their respective Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom, unless any such information is expressly set forth in this Agreement. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers Seller, the Company, or any of their respective Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV IV, with respect to representations made only by Seller, and Article V, with respect to representations made by the Seller and the Disclosure SchedulesCompany. Neither Except as expressly set forth in this Agreement, none of the Sellers nor Seller, the Company or any of their respective Affiliates or Representatives shall have any liability to the Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, ,” management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither None of the Sellers nor Seller, the Company or any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Companies. Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections Company and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, Subsidiaries except as expressly set forth in Article IV IV, with respect to representations made by Seller, and the Disclosure Schedules. Buyer has no Knowledge or reason Article V, with respect to believe that any of the representations or warranties made by the Sellers as of Seller and the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IVCompany.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Business and the Companies and the transactions contemplated hereby, which investigation, review and analysis were conducted by Buyer together with expert advisors that it has engaged for such purpose. The Buyer and its Representatives have been provided with full and complete access to certain of the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries Seller relating to the Business and other information that they have requested in connection with their investigation of the Business and the Companies and the transactions contemplated hereby. The Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers Seller or their its Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV this Agreement, the Disclosure Schedules and the Disclosure SchedulesAncillary Agreements. Neither the Sellers Seller nor any of their its Affiliates or Representatives shall have any liability to the Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, ,” management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement, except as expressly set forth in this Agreement, the Disclosure Schedules and the Ancillary Agreements. Neither the Sellers Seller nor any of their its Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Business or the Companies. Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Business and the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV III and the Disclosure Schedules. The Buyer has no Knowledge or reason to believe knowledge that any of the representations or warranties made by the Sellers Seller as of the date hereof are untrue, incomplete or inaccurate; provided that in the event of a dispute regarding whether Buyer had such knowledge, the Seller shall have the burden of proving that that Buyer had such knowledge. Nothing in this Section 5.6 4.7 is intended to modify or limit any of the representations or warranties of the Sellers Seller set forth in Article IVthis Agreement, the Disclosure Schedules and the Ancillary Agreements.

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser acknowledges and agrees that it (a) has made its own investigationinquiry and investigation into, review and analysis regarding based thereon has formed an independent judgment concerning, the Companies and the transactions contemplated herebyMembership Interests and (b) will not, which investigationother than in connection with the indemnification obligations of the Seller Party’s pursuant to Article XI of this Agreement, review and analysis were conducted by Buyer together assert any claim against the Seller Parties, the Companies or any of their respective officers, directors, employees, agents, members, managers, creditors, Affiliates or representatives, or hold the Seller Parties, the Companies or any such Person liable, for any inaccuracies, misstatements or omissions with expert advisors that it has engaged for respect to such purposeinformation. Buyer and its Representatives have has been provided with full and complete access to the Representativesrepresentatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries Companies and other information that they have it has requested in connection with their its investigation of the Companies and the transactions contemplated hereby. Except for the representations and warranties contained in Article IV (including the related portion of the Disclosure Schedule), no Seller Party or Company makes any representation or warranty as to the truth, accuracy or completeness of any materials, data or information, delivered by the Seller Parties or the Companies to Buyer in connection with the transactions contemplated hereby. Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers Seller Parties or the Companies, or any of their respective Affiliates or Representatives with respect to the Companiesrepresentatives, except as expressly set forth in Article IV and the Disclosure Schedules. Neither the Sellers nor any of their Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Companies. Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness related portion of the assumptions underlying any such estimates, projections and forecastsDisclosure Schedule). Buyer acknowledges thatand agrees that all materials, should data and information delivered by the Closing occurSeller Parties or the Companies to Buyer in connection with the transactions contemplated hereby are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall acquire be at the Companies without any representation or warranty as to merchantability or fitness for any particular purpose sole risk of their respective assets, on an “as is” and “where is” basisBuyer, except as otherwise expressly set forth in Article IV and the Disclosure Schedulesstated herein. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrueEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING THE RELATED PORTION OF THE DISCLOSURE SCHEDULE), incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IVIT IS UNDERSTOOD AND AGREED THAT NO SELLER PARTY IS MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE COMPANIES OR THE MEMBERSHIP INTERESTS, INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE DOCUMENTS DELIVERED BY THE SELLER PARTIES OR THE COMPANIES OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF THE SELLER PARTIES TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE COMPANIES OR THE MEMBERSHIP INTERESTS.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Sellers and the Business, the Transferred Assets, the Assumed Liabilities and the transactions contemplated herebyby this Agreement and the Ancillary Agreements, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. Buyer and its Neither the Sellers nor any of their Affiliates or Representatives have been provided with full and complete access has made any representation or warranty, express or implied, as to the Representativesaccuracy or completeness of any information concerning the Business, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries and other information that they have requested Transferred Assets or the Assumed Liabilities contained herein or made available in connection with their the Buyer’s investigation of the Companies Business, except as expressly set forth in this Agreement or in any Ancillary Agreement delivered by any Seller, and, except as expressly set forth in this Agreement or in any Ancillary Agreement delivered by any Seller, and the transactions contemplated herebySellers and their Affiliates and Representatives expressly disclaim any and all Liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers or any of their Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV and the Disclosure Schedulesthis Agreement. Neither None of the Sellers nor or any of their Affiliates or Representatives shall have any liability to the Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, ,” management presentations, due diligence discussions or in any other form in expectation of of, or in connection with, the transactions contemplated by this Agreement. Neither None of the Sellers nor any of Sellers, their Affiliates or Representatives is making, directly or indirectly, making any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesBusiness or the Transferred Assets. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, Business and the Transferred Assets on an “as is” and “where is” basis, except as expressly set forth in Article IV and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccuratethis Agreement. Nothing in this Section 5.6 4.6 is intended to modify or limit any of the representations or warranties of the Sellers Seller Parent set forth in Article IVIII.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made completed its own independent investigation, review review, and analysis regarding the Companies Company and its Subsidiaries, the Owned Real Property, and the transactions contemplated hereby, which investigation, review review, and analysis were conducted by the Buyer together with expert advisors that it has engaged for such purpose. The Buyer and its Representatives have been provided with full and complete access to the Representativescertain assets, properties, offices, plants and other facilities, books and records records, and Representatives of the Company and its Subsidiaries Subsidiaries, the California Owned Real Property Seller, and the Colorado Owned Real Property Seller and certain other information that they have requested in connection with their investigation of the Companies Company and its Subsidiaries and the transactions contemplated hereby. The Buyer has not relied and is not relying on any statementstatement (including by omission), representation or warranty, oral or written, express or implied, made by or on behalf of the Sellers Selling Entities, the Company, or any of their respective Affiliates, or any Representatives of any of the foregoing, except for the representations and warranties set forth in Article III, Article IV, and Article V, in each case as modified by the Company Disclosure Letter, and in any certificate delivered pursuant to this Agreement or in any Transaction Document, and the Selling Entities and the Company, and each of their respective Affiliates and Representatives, expressly disclaim any and all liability that may be based on such information or Representatives with respect to the Companieserrors therein or omissions therefrom, except as expressly and specifically set forth in Article III (as modified by the Company Disclosure Letter) with respect to representations made by the BF Trust as to itself, Article IV (as modified by the Company Disclosure Letter) with respect to representations made by the Owned Real Property Sellers, and Article V (as modified by the Company Disclosure SchedulesLetter) with respect to representations made by the Company as to itself and its Subsidiaries. Neither None of the Sellers nor Selling Entities, the Company, or any of their Affiliates respective Affiliates, or any of their respective directors, officers, employees, equity holders, partners, members, managers, and Representatives or any other Person shall have any liability to the Buyer or any other Person resulting from the use of, or any reliance on, any information, documents, or materials made available to the Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to BuyerRepresentatives, whether orally or in writing, in any confidential information memorandapresentation, “data rooms”, ,” management presentations, due diligence discussions discussions, or in any other form in expectation of the transactions contemplated by this Agreement, except in the event of Fraud. Neither None of the Sellers nor Selling Entities, the Company, or their Affiliates, or any of their Affiliates respective directors, officers, employees, equity holders, partners, members, managers, or Representatives Representatives, nor any other Person is makingmaking or has made, directly or indirectly, any representation or warranty or statement (including by omission) with respect to the accuracy or completeness of any such information, documents, or materials made available to (or otherwise acquired by) the Buyer or any of its Affiliates or Representatives (including any estimates, projections projections, or forecasts involving the CompaniesCompany or its Subsidiaries) or the viability or likelihood of success of the business of the Company and its Subsidiaries. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections projections, and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections projections, or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections projections, and forecasts). Without limiting the representations and warranties contained herein, the Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Companies Company and its Subsidiaries and the Owned Real Property without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, assets and on an “as is” and “where is” basis, except as expressly set forth in Article IV “with all faults”, and the Disclosure Schedules. “subject to all defects.” The Buyer has no Knowledge knowledge or reason to believe that any of the representations or warranties made by the Sellers Selling Entities or the Company are untrue, incomplete, or inaccurate in any respect as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IVhereof.

Buyer’s Investigation and Reliance. Each Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies and the transactions contemplated hereby, which investigation, review and analysis were conducted by such Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. Buyer and its The Buyers together with their Representatives have been provided with full conducted a due diligence review which included, without limitation, (i) an analysis of documents and complete access information made available to the Representatives, properties, offices, plants Buyers and other facilities, books their Representatives in the “data room,” (ii) discussions with the Companies’ and records the Sellers’ management (either by meetings or conference call) and review of the Company and its Subsidiaries and other information that they have requested in connection with their investigation of management presentations related to the Companies and (iii) visits to the transactions contemplated herebyoffices and other premises of the Companies. Buyer is The Buyers have not relied and are not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers or any of their respective Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV and this Agreement, the Disclosure Schedules, the Ancillary Agreements and certificates delivered in connection therewith. Neither Except as set forth in this Agreement, the Disclosure Schedules, the Ancillary Agreements and certificates delivered in connection therewith, and except in the case of fraud in this Agreement, the Disclosure Schedules and the Ancillary Agreements, neither the Sellers nor any of their respective Affiliates or Representatives shall have any liability Liability to Buyer the Buyers or any of its their Affiliates or Representatives resulting from the use of any information, documents or materials made available to Buyerthe Buyers, whether orally or in writing, in any confidential information memoranda, “data rooms”, ,” management presentations, due diligence discussions or expressly in any other form in expectation of the transactions contemplated by this Agreement. Neither Except as set forth in this Agreement, the Disclosure Schedules, the Ancillary Agreements and certificates delivered in connection therewith, neither of the Sellers nor any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Companies. Each Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IV.

Buyer’s Investigation and Reliance. Each of the Buyer Parties is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Business, the Transferred Assets, the Assumed Liabilities and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer Parties together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. The Buyer Parties and its their Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries Seller relating to the Business and other information that they have requested in connection with their investigation of the Companies Business, the Transferred Assets, the Assumed Liabilities and the transactions contemplated hereby. Neither the Seller nor any of its Affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Business, the Transferred Assets or the Assumed Liabilities made available in connection with the Buyer is Parties’ investigation of the foregoing, except as expressly set forth in this Agreement and the Ancillary Agreements, and the Seller and its Affiliates and Representatives expressly disclaim any and all Liability that may be based on such information or errors therein or omissions therefrom, except as expressly set forth in this Agreement and the Ancillary Agreements. The Buyer Parties have not relied and are not relying on any statement, representation or warranty, oral or written, express or impliedimplied (including any representation or warranty as to merchantability or fitness for a particular purpose), made by the Sellers Seller or their any of its Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV this Agreement and the Disclosure SchedulesAncillary Agreements. Neither the Sellers Seller nor any of their Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or Representatives shall have or be subject to any Liability to the Buyer Parties or any other Person resulting from the distribution to the Buyer Parties, or the Buyer Parties’ use of of, any information, documents or materials made available to Buyerthe Buyer Parties, whether orally or in writing, in any confidential information memoranda, “data rooms”, ,” management presentations, due diligence discussions or in any other form (other than this Agreement and the Ancillary Agreements) in expectation of of, or in connection with, the transactions contemplated by this Agreement. Neither the Sellers Seller nor any of their its Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesBusiness or the Transferred Assets. The Buyer acknowledges Parties acknowledge that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, should Parties acknowledge and agree that the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” representations and “where is” basis, except as expressly set forth warranties in Article IV this Agreement and the Disclosure Schedules. Ancillary Agreements are the result of arms’ length negotiations between sophisticated parties and such representations and warranties are made, and the Buyer has no Knowledge or reason to believe that any of the Parties are relying on such representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IVand warranties.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own investigation, review and analysis regarding the Companies Company and its Subsidiaries and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors that it has engaged for such purpose. The Buyer and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries and other information that they have requested in connection with to the extent permitted by the Seller, the Company and their investigation of the Companies and the transactions contemplated herebyRepresentatives. The Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers Seller or the Company or any of their Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV and the Disclosure Schedulesthis Agreement. Neither the Sellers Seller nor the Company nor any of their Affiliates or Representatives shall have any liability to the Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither the Sellers Seller nor the Company nor any of their Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany and its Subsidiaries. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV and the Disclosure Schedules. The Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers Seller or the Company as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IV.

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Company and its Subsidiaries and the transactions contemplated hereby, which investigation, review and analysis were conducted by Buyer together with expert advisors its advisors, including legal counsel, that it has engaged for such purpose. Buyer and its None of Seller, the Company or any of their respective Affiliates or Representatives have been provided with full and complete access has made any representation or warranty, express or implied, as to the Representatives, properties, offices, plants and other facilities, books and records accuracy or completeness of any information concerning the Company and its Subsidiaries and other information that they have requested made available in connection with their Buyer’s investigation of the Companies and the transactions contemplated herebyCompany, except as expressly set forth in this Agreement. Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by Seller, the Sellers Company, or any their respective Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article III and Article IV and those certificates delivered by Seller and the Disclosure SchedulesCompany pursuant to this Agreement. Neither None of Seller, the Sellers nor Company or any of their respective Affiliates or Representatives shall have or be subject to any liability to Buyer or any of its Affiliates or Representatives other Person resulting from the distribution to Buyer, or Buyer’s use of of, any information, documents or materials made available to Buyerthe Buyer in the Data Room. None of Seller, whether orally the Company or in writing, in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither the Sellers nor any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany and its Subsidiaries. Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Buyer acknowledges that, should and agrees that the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” representations and “where is” basis, except as expressly set forth warranties in Article III and Article IV are the result of arms’ length negotiations between sophisticated parties, and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the is relying on such representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IVand warranties.

Buyer’s Investigation and Reliance. Buyer is a The Buyers are sophisticated purchaser purchasers and has have made its their own independent investigation, review and analysis regarding the Companies Company and the transactions contemplated hereby, which investigation, review and analysis were conducted by Buyer the Buyers together with expert advisors that it has they have engaged for such purpose. Buyer The Buyers and its Representatives their representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries and other information that they have requested in connection with their investigation of the Companies Company and the transactions contemplated hereby. Buyer is The Buyers are not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers or their Affiliates affiliates or Representatives with respect to the Companiesrepresentatives, except as expressly set forth in Article IV and the Disclosure Schedulesunder Section 6.01 hereto. Neither the Sellers nor any of their Affiliates affiliates or Representatives representatives shall have any liability to Buyer the Buyers or any of its Affiliates their affiliates or Representatives representatives resulting from the use of any information, documents or materials made available to Buyerthe Buyers, whether orally or in writing, in any confidential information memoranda, “data rooms”, ,” management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates affiliates or Representatives is representatives are making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany. Buyer acknowledges The Buyers acknowledge that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes they take full responsibility for making its their own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Buyer acknowledges The Buyers acknowledge that, should the Closing occur, Buyer the Buyers shall acquire the Companies Shares without any representation or warranty as to merchantability or fitness for any particular purpose of their respective the Company’s assets, and on an “as is” and “where is” basis, except as expressly set forth in Article IV and the Disclosure Schedulesunder Section 6.01 hereto. Buyer has The Buyers have no Knowledge knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 6.03 (v) is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IVunder Section 6.01 hereto.

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser and has made its own investigation, review review, and analysis regarding the Companies and the transactions contemplated hereby, which investigation, review review, and analysis were conducted by Buyer together with Bxxxx and expert advisors that it has engaged for such purpose. Buyer and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries and other additional information that they have requested in connection with their investigation of the Companies and the transactions contemplated hereby. Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers or their Affiliates or Representatives with respect to the Companies, except as expressly set forth in Article IV Agreement and the Disclosure Schedules. Neither the Sellers nor any of their Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates or Representatives is are making, directly or indirectly, any representation or warranty with respect to any estimates, projections projections, or forecasts involving the Companies. Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV Agreement and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 1.43 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IV.Agreement. INDEMNIFICATION

Buyer’s Investigation and Reliance. Buyer is a (a) The Buyers are sophisticated purchaser purchasers and has have made its their own independent investigation, review and analysis regarding the Companies Business, the Specified Equity Interests, the Transferred Assets, the Assumed Liabilities and the transactions contemplated hereby, which investigation, review and analysis were was conducted by Buyer the Buyers together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. Buyer The Buyers and its their Representatives have been provided with full and complete reasonable access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries Endo Companies relating to the Business and other information that they have requested in connection with their investigation of the Companies Business, the Specified Equity Interests, the Transferred Assets, the Assumed Liabilities and the transactions contemplated hereby. Buyer is In entering into this Agreement, the Buyers acknowledge that they have relied solely upon (i) the aforementioned investigation, review and analysis and (ii) the representations and warranties set forth in Article III (and are not relying on any statementother factual representations or opinions of the Sellers or their representatives). The Buyers acknowledge that, should the Closing occur, the Buyers shall acquire the Business, the Specified Equity Interests and the Transferred Assets without any surviving representations or warranties, on an “as is” and “where is” basis and, other than the representations and warranties of the Endo Companies set forth in Article III, none of the Endo Companies, any of their Affiliates, or any of their respective officers, directors, employees, agents, Representatives or direct or indirect equityholders make or have made any representation or warranty, oral or written, express or implied, made at law or in equity, as to any matter whatsoever relating to the Business, the Specified Equity Interests, the Transferred Assets, the Assumed Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to: (a) merchantability or fitness for any particular use or purpose; (b) the operation of the Business by the Sellers Buyers after the Closing in any manner; or (c) the probable success or profitability of the Business after the Closing. Except as expressly set forth in the representations and warranties of the Endo Companies set forth in Article III, none of the Endo Companies, any of their Affiliates or any their respective officers, directors, employees, agents, Representatives or stockholders will have or, except in the case of Fraud, will be subject to any Liability or Indemnification Obligation to the Buyers or any other Person resulting from the distribution to the Buyers or their Affiliates or Representatives with respect of, or the Buyers’ use of, any information relating to the Companies, except as expressly set forth in Article IV and the Disclosure Schedules. Neither the Sellers nor any of their Affiliates or Representatives shall have any liability to Buyer Business or any of its Affiliates other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or Representatives resulting from the use of any information, documents or materials material made available to Buyerthe Buyers or their Affiliates or representatives, whether orally or in writing, in any confidential information memoranda, certain “data rooms”, ,” management presentations, due diligence discussions functional “break-out” discussions, responses to questions submitted on behalf of the Buyers or in any other form in expectation of the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Companies. Buyer acknowledges The Buyers acknowledge and agree that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or and warranties of the Sellers set forth Endo Companies in Article IVIII are the result of arms’ length negotiations between sophisticated parties.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Company Entities and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. Without limiting any specific representations and warranties of the Seller set forth in ‎Article III and ‎Article IV or the Ancillary Agreements, the Buyer and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants plants, and other facilities, books books, and records of the Company and its Subsidiaries Entities and other information that they have requested in connection with their investigation of the Companies Company Entities and the transactions contemplated hereby. None of the Seller or any of its Affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning any Company Entity contained herein or made available in connection with the Buyer’s investigation of the Company Entities, except as expressly set forth in ‎Article III, with respect to representations made only by the Seller as to itself, and ‎Article IV, with respect to representations made only by the Seller as to the Company and the Company Subsidiaries, or in the Ancillary Agreements, and the Seller and its Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers Seller or their any of its Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV ‎Article III, with respect to representations made only by the Seller as to itself, and ‎Article IV, with respect to representations made only by the Seller as to the Company and the Disclosure SchedulesCompany Subsidiaries, or in the Ancillary Agreements. Neither None of the Sellers nor any of their Seller or its Affiliates or Representatives shall have or be subject to any liability to the Buyer or any of its Affiliates or Representatives other Person resulting from the distribution to the Buyer, or the Buyer’s use of of, any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, ,” management presentations, due diligence discussions or in any other form in expectation of of, or in connection with, the transactions contemplated by this Agreement. Neither None of the Sellers nor Seller, the Company, or any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesCompany Entities, including, without limitation, as contained in the Confidential Information Memorandum provided to the Buyer dated May 2021. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, Company Entities on an “as is” and “where is” basis, except as otherwise expressly set forth in Article ‎Article IV or the Ancillary Agreements. The Buyer acknowledges and agrees that the representations and warranties in ‎Article III, ‎Article IV and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any Ancillary Agreements are the result of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IVarms’ length negotiations between sophisticated parties.

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Business, the Purchased Assets, the Assumed Liabilities and the transactions contemplated hereby, which investigation, review and analysis were was conducted by Buyer Bxxxx together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. Buyer and its Representatives representatives have been provided with full and complete access to the Representativesrepresentatives, properties, offices, plants and other facilities, books premises and records of the Company and its Subsidiaries Group Companies relating to the Business and other information that they have requested in connection with their investigation of the Companies Business, the Purchased Assets, the Assumed Liabilities and the transactions contemplated hereby. In entering into this Agreement, Buyer acknowledges that it has relied solely upon (i) its own investigation, review and analysis, (ii) the covenants and agreements set forth in this Agreement (iii) the express representations and warranties set forth in this Agreement, the certificate contemplated by Section 2.08(a)(vi)and any other Transaction Documents executed by the Group Companies (such representations in clause (iii), the “Express Representations”) (and is not relying on any statement, representation other factual representations or warranty, oral or written, express or implied, made by the Sellers or their Affiliates or Representatives with respect to the Companies, except as expressly set forth in Article IV and the Disclosure Schedules. Neither the Sellers nor any of their Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation opinions of the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates Group Companies or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Companies. Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecastsrepresentatives). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies Purchased Assets without any representation surviving representations or warranty as to merchantability or fitness for any particular purpose of their respective assetswarranties, on an “as is” and “where is” basis, except as expressly set forth in Article IV and other than the Disclosure Schedules. Express Representations, none of the Group Companies, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or direct or indirect equityholders make or have made, and Buyer has no Knowledge not relied on and is not relying on any representation or reason warranty, express or implied, at law or in equity, as to believe that any matter whatsoever relating to the Business, the Purchased Assets, the Assumed Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to: (a) merchantability or fitness for any particular use or purpose; (b) the operation or ownership of the Purchased Assets or the Business by Buyer after the Closing in any manner; or (c) the probable success or profitability of the Business after the Closing. None of the Group Companies, any of their Affiliates or any their respective officers, directors, employees, agents, representatives or stockholders will, except in the representations case of Fraud, have or warranties be subject to any Liability or indemnification obligation to Buyer or any other Person resulting from the distribution to Buyer or its Affiliates or representatives of, or Buyer’s use of or reliance on, any information relating to the Business or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business descriptions or any information, documents or material made by the Sellers as available to Buyer or its Affiliates or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Buyer or in any other form in expectation of the date hereof are untrue, incomplete transactions contemplated by this Agreement or inaccurateany discussions with respect to the foregoing information. Nothing in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IV.52

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Business, the Acquired Entities, 30 the Transferred Assets, the Assumed Liabilities and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. Buyer and Neither the Seller nor any of its Affiliates or Representatives have been provided with full and complete access has made any representation or warranty, express or implied, as to the Representativesaccuracy or completeness of any information concerning the Business, propertiesthe Acquired Entities, offices, plants and other facilities, books and records of the Company and its Subsidiaries and other information that they have requested Transferred Assets or the Assumed Liabilities contained herein or made available in connection with their the Buyer’s investigation of the Companies foregoing, except as expressly set forth in this Agreement, and the transactions contemplated herebySeller and its Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or impliedimplied (including any representation or warranty as to merchantability or fitness for a particular purpose), made by the Sellers Seller or their any of its Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV and III hereof. Absent Fraud, neither the Disclosure Schedules. Neither the Sellers Seller nor any of their Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or Representatives shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of of, any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, ,” management presentations, due diligence discussions or in any other form in expectation of of, or in connection with, the transactions contemplated by this Agreement. Neither the Sellers Seller nor any of their its Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesBusiness, the Acquired Entities or the Transferred Assets. The Buyer acknowledges and agrees that there are inherent uncertainties in attempting to make such estimates, projections the representations and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth warranties in Article IV III are the result of arms’ length negotiations between sophisticated parties and such representations and warranties are made, and the Disclosure SchedulesBuyer is relying on such representations and warranties, solely for the purposes of (a) Section 7.3(a), (b) rights to indemnification under Article VIII and (c) Section 9.1 hereof. The Buyer has no Knowledge or reason to believe actual knowledge that any of the representations or warranties made by the Sellers Seller as of the date hereof are untrue, incomplete or inaccurate. Nothing inaccurate in this Section 5.6 is intended to modify or limit any of the representations or warranties of the Sellers set forth in Article IVmaterial respect.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies Business, the Acquired Entity, the Purchased Subsidiaries and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Buyer together with expert advisors advisors, including legal counsel, that it has engaged for such purpose. The Buyer and its Representatives have been provided with full and complete reasonable access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries Seller relating to the Business and other information that they have requested in connection with their investigation of the Companies Business, the Acquired Entity, the Purchased Subsidiaries and the transactions contemplated hereby. Neither the Seller nor any of its Affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Business, the Acquired Entity or the Purchased Subsidiaries, contained herein or made available in connection with the Buyer’s investigation of the foregoing, except as expressly set forth in this Agreement (to the extent modified by the Disclosure Schedules) and any Ancillary Agreement, and the Seller and its Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or impliedimplied (including any representation or warranty as to 97989374_16 merchantability or fitness for a particular purpose), made by the Sellers Seller or their any of its Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV and this Agreement (to the extent modified by the Disclosure Schedules) and any Ancillary Agreement. Neither the Sellers Seller nor any of their Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or Representatives shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of of, any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, ,” management presentations, due diligence discussions or in any other form in expectation of of, or in connection with, the transactions contemplated by this Agreement. Neither the Sellers Seller nor any of their its Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the CompaniesBusiness, the Acquired Entity or the Purchased Subsidiaries. Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assetsAcquired Entity, the Purchased Subsidiaries and the Business on an “as is” and “where is” basis, except as expressly set forth in Article IV and this Agreement (to the extent modified by the Disclosure Schedules) and any Ancillary Agreement. The Buyer has no Knowledge or reason to believe acknowledges and agrees that any of the representations or and warranties made in this Agreement (to the extent modified by the Sellers as Disclosure Schedules) and any Ancillary Agreement are the result of arms’ length negotiations between sophisticated parties and such representations and warranties are made, and the date hereof are untrueBuyer is relying on such representations and warranties, incomplete or inaccuratesolely for the purposes of (a) Section 7.3(a), (b) rights to indemnification under Article VIII and (c) Section 9.1 hereof. Nothing Notwithstanding anything to the contrary in this Section 5.6 is intended 4.7 or elsewhere in this Agreement, the Buyer retains all rights and remedies with respect to modify or limit any of the representations or warranties of the Sellers set forth in Article IVclaims based on Fraud.