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. 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 Buyers acknowledge and agree that the Sellers nor any representations and warranties of their Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect the Endo Companies in Article III are the result of arms’ length negotiations between sophisticated parties. (b) The Buyers have such knowledge in financial and business matters that they are fully capable of evaluating the merits and risks of acquiring the Specified Equity Interests. The Buyers acknowledge that they are able to any estimates, projections or forecasts involving fend for itself in the Companies. Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts transaction contemplated by this Agreement and that it takes full responsibility for making its own evaluation has the ability to bear the economic risk of acquiring the adequacy Specified Equity Interests. The Specified Equity Interests were not offered to the Buyers through, and accuracy the Buyers are not aware of, any form of general solicitation or general advertising, including, without limitation, (i) any such estimatesadvertisement, projections articles, notice or forecasts other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and (including ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. The Buyers understand that the reasonableness of Specified Equity Interests are not registered and therefore are “restricted securities” under the assumptions underlying any such estimatesfederal securities laws inasmuch as they are being acquired from the Endo Companies in a transaction not involving a public offering, projections and forecasts). Buyer acknowledges that, should under such laws and applicable regulations, such securities may not be transferred or resold without registration under the Closing occurSecurities Act or pursuant to an exemption therefrom. In this connection the Buyers represent that they are familiar with Rule 144 under the Securities Act, Buyer shall acquire and understands the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” resale limitations imposed thereby 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 IVSecurities Act.

Buyer’s Investigation and Reliance. (a) Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Companies CCR Entities and the transactions contemplated hereby, which investigation, review and analysis were conducted by Buyer Xxxxx 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 Seller, to the Company and its Subsidiaries extent made available by Seller, relating to the CCR Entities and other information that they have requested in connection with their investigation of the Companies CCR Entities and the transactions contemplated hereby. (b) Neither 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 Seller and the CCR Entities contained herein or made available in connection with Buyer’s investigation of the foregoing, except as expressly set forth in Article III, and 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. 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 and the Disclosure SchedulesIII. 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 Buyer, any of its Related Parties or any other Person resulting from the distribution to Buyer, or Buyer’s use of 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 of, or in connection with, the transactions contemplated by this Agreement, unless such material or information is otherwise the subject of any representation or warranty herein. Neither the Sellers Seller nor any of their its Affiliates or Representatives is making, directly or indirectly, making any representation or warranty warranty, express or implied, with respect to any estimates, projections or forecasts involving the CompaniesCCR Entities. 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). Neither Seller nor any of its Affiliates or Representatives is making, and Buyer hereby waives, any representation or warranty, express or implied, as to the quality or merchantability, as for a particular purpose, of the CCR Entities. 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, CCR Entities 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 IVIII.

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 IVAgreement.

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 or in any certificate delivered by the Seller pursuant to 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. 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 their respective Affiliates or Representatives with respect to the CompaniesRepresentatives, except as expressly set forth in Article IV this Agreement or in any certificate delivered by the Seller pursuant to this Agreement. Except in the case of Intentional Fraud, and without limiting any of the Disclosure Schedules. Neither express representations and warranties delivered by the Sellers nor Seller pursuant to this Agreement or in any certificate delivered by the Seller pursuant to this Agreement, none of the Seller, the Company or any of their respective Affiliates or Representatives shall have or be subject to any liability Liability to the Buyer or any of its Affiliates or Representatives other Person resulting solely 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 Except in the Sellers nor case of Intentional Fraud, and without limiting any of the express representations and warranties delivered by the Seller pursuant to this Agreement or in any certificate delivered by the Seller pursuant to this Agreement, none of the 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. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and, except in the case of Intentional Fraud or with respect to the Buyer’s rights and remedies with respect to the express representations and warranties made by the Seller pursuant to this Agreement, 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 on an “as is” and “where is” basis, except as otherwise expressly set forth in Article III or Article IV or in any certificate delivered by the Seller pursuant to this Agreement. The Buyer acknowledges and the Disclosure Schedules. Buyer has no Knowledge or reason to believe agrees that any of the representations or and 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 IVIII and Article IV are the result of arms’ 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 Company and the transactions contemplated hereby, which investigation, review and analysis were conducted by 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 reasonable access to the Representatives, properties, offices, plants properties 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. Neither 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 Company contained herein or made available in connection with Buyer’s investigation of the Company, except as expressly set forth in this Agreement, and 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. 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 III and the Disclosure SchedulesSchedule. Neither the Sellers Seller nor any of their its Affiliates or Representatives shall have any liability 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 the Data Room or in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions discussions, or in any other form in expectation of 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 projections, forecasts, strategies or forecasts asset optimization models involving the CompaniesCompany. Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections projections, forecasts, strategies and forecasts asset optimization models and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections projections, forecasts, strategies or forecasts asset optimization models (including the reasonableness of the assumptions underlying any such estimates, projections projections, forecasts, strategies and forecastsasset optimization models). 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, Company on an “as is” and “where is” basis, except as expressly set forth in Article IV III and the Disclosure SchedulesSchedule. Buyer has no Knowledge or reason to believe acknowledges and agrees that any of the representations or and warranties made by in Article III are the Sellers as result of arms’ length negotiations between sophisticated parties and such representations and warranties are made, and Buyer is relying on such representations and warranties, solely for the date hereof are untruepurposes of (a) Section 5.2(a), incomplete or inaccurateand (b) rights to indemnification under Article IX. Nothing Notwithstanding anything herein to the contrary, nothing in this Section 5.6 is intended 4.10 shall affect the ability of Buyer to modify or limit bring any of the representations or warranties of the Sellers set forth in Article IVclaims for intentional fraud.

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser (a) Other than for the representations and has made its own investigation, review and analysis regarding warranties of the Companies Seller expressly set forth in ARTICLE III and the transactions contemplated herebyrepresentations and warranties of the Seller or any of its Affiliates expressly set forth in any Ancillary Agreement, 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 Affiliates are not relying in any respect on, and the Seller and its Affiliates shall have been provided with full and complete access no Liability to the Representatives, properties, offices, plants and other facilities, books and records of the Company Buyer and its Subsidiaries and other information that they have requested in connection Affiliates with their investigation of the Companies and the transactions contemplated hereby. Buyer is not relying on respect to, any representation, warranty, statement, representation document, prediction or warrantyother piece of information, oral written or writtenoral, express or implied, made or provided 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 Seller or any of its Affiliates Affiliates, or Representatives resulting from the use any Representative of any informationof the foregoing (including any management presentation, documents any discussions regarding due diligence, any projections or other forecasts as to future performance, and any materials made available to Buyer, whether orally included in any “electronic data room”) in entering into this Agreement or the Ancillary Agreements or in writing, in consummating 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 hereby or thereby, and the Sellers nor any Buyer, on behalf of their Affiliates or Representatives is makingitself and its Affiliates, 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 agrees that it takes full responsibility will not bring any claim for making its own evaluation of the adequacy and accuracy indemnification or any Action in respect of any such estimatesrepresentation, projections warranty, statement, document, prediction or forecasts other piece of information. (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). b) The Buyer acknowledges that, should the Closing occur, the Buyer shall will acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, Transferred Assets on an “as is” and “where is” basis, except as expressly set forth in Article IV and that the Disclosure Schedules. Seller and its Affiliates and its and their Representatives have made no representations or warranties with respect to the merchantability or fitness for any particular purpose of any of the Transferred Assets. (c) As of the date hereof, the Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as Seller in ARTICLE III are untrue or inaccurate in any respect. (d) The Buyer, its Affiliates and its and their Representatives have been provided with reasonable access to the Business and the Seller’s Representatives, properties, assets, offices, facilities, books and records relevant to the Business and the Transferred Assets, and reasonable access to all other information that the Buyer and its Affiliates have requested in connection with its and their investigation of the date hereof Business, the Transferred Assets, and the transactions provided for in this Agreement. The Buyer is a sophisticated party and has made its own independent investigation, review and analysis regarding the Business, which investigation, review and analysis was conducted by the Buyer together with expert advisors, including legal counsel that it has engaged for such purpose. (e) Without limiting the generality of any of the foregoing, the Buyer understands and acknowledges that the Seller is not transferring the core systems, software, and hardware used by the Seller and the Seller Subsidiaries, nor are untruecertain employees who operate such systems, incomplete or inaccurate. software, and hardware transferring to the Buyer. (f) Nothing in this Section 5.6 4.6 is intended to modify or limit in any respect any of the representations or warranties of the Sellers set forth Seller contained in Article IVARTICLE III or, in the case of subsection (e), the scope of the Transferred Assets.

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. The Buyer is a sophisticated purchaser and has made its own investigation, review 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 plants, and other facilities, books 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 herebySubsidiaries. The Buyer is not relying on any statement, representation representation, or warranty, oral or written, express or implied, at law or in equity, in respect of the Business, the Company and its Subsidiaries and their respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise) made by the Sellers Seller or 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. No officer, agent, representative or employee of the Seller, the Company or any of their Subsidiaries has any authority, express or implied to make any representations, warranties or agreements not expressly set forth in this Agreement and subject to the Disclosure Scheduleslimited remedies specified herein. Neither the Sellers Seller nor the Company nor 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 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 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 respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimatesany, projections projections, or forecasts involving the CompaniesCompany and its Subsidiaries. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimatessuch, 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 Company and its Subsidiaries 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 IVAgreement.

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.

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. 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. 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 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. 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. 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. 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. 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 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 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 (a) Xxxxx has conducted such investigation of the Facilities as it has deemed necessary in order to make an informed decision concerning the transactions contemplated hereby. Xxxxx has reviewed all of the documents, records, reports and other materials furnished by or on behalf of Sellers or identified in the Disclosure Schedules hereto and are familiar with the content thereof. Xxxxx acknowledges that it has made its own investigationhad an opportunity to ask questions of the applicable officers and management of Sellers and that it has been given access to and have visited and examined the Facilities and are familiar with the condition thereof. Except for the representations and warranties provided in Article III of this Agreement, review in all matters affecting the condition of the properties and analysis regarding assets and the Companies and contents of the documents, records, reports or other materials in connection with the transactions contemplated hereby, which investigationXxxxx is relying upon the advice and opinion offered by its agents, 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 experts and other facilities, books and records of the Company and its Subsidiaries and other information that they have requested in consultants. (b) In connection with their Xxxxx’s investigation of the Companies Facilities, Xxxxx has received from Sellers and the transactions contemplated hereby. Buyer is not relying on any statementtheir Affiliates, representation or warrantyRepresentatives, oral or writtenadvisors and agents certain projections, express or impliedforecasts and other forward looking information, made by the Sellers or their Affiliates or Representatives with respect including projected financial statements, projected cash flow items, future business plans and other forward-looking data related 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 CompaniesBusiness and/or prospects. Buyer acknowledges that (i) there are uncertainties inherent uncertainties in attempting to make such estimatesprojections, projections and forecasts and that it takes plans and, accordingly, is not relying on them, (ii) is familiar with such uncertainties and are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all projections, forecasts and plans so furnished to them, and (iii) shall not have any such estimates, projections or forecasts (including the reasonableness claim against anyone with respect to any of the assumptions underlying foregoing. Accordingly, notwithstanding any such estimatesother provision of this Agreement to the contrary, projections and forecasts). Buyer acknowledges thatthat none of Sellers, should the Closing occurtheir respective Affiliates, Buyer shall acquire the Companies without Representatives, advisors or agents has made any representation or warranty as with respect to merchantability or fitness for any particular purpose of their respective assetssuch future projections and other forward-looking information, on an “as is” data, forecasts 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 IVplans.