Common use of Disclaimer of Other Representations and Warranties Clause in Contracts

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).

Disclaimer of Other Representations and Warranties. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN GIVEN THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF COMPANY AND TO REVIEW ALL FILES CONCERNING THE LOCATIONS MAINTAINED BY COMPANY AND ITS ENVIRONMENTAL CONSULTANTS AND ALL STATE AGENCIES HAVING JURISDICTION OVER THE LOCATIONS BEFORE PURCHASER’S EXECUTION AND DELIVERY OF THIS AGREEMENT. EXCEPT AS EXPRESSLY OTHERWISE SET FORTH IN THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS, PURCHASER AGREES THAT THE SHARES SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT THAT COMPANY OWNS THE ASSETS AT CLOSING STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE SHARE PURCHASE PRICE OR INDEMNIFICATION EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH PURCHASE AND SALE AGREEMENT AND THE CLOSING OF THIS AGREEMENTDESIGNATED SELLER DOCUMENTS AND THAT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON EXCEPT FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SELLERS’ REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENTAGREEMENT AND THE DESIGNATED SELLER DOCUMENTS, THE SCHEDULES SALE OF SHARES AND OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETSFITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER SELLERS DO HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, RENOUNCE ANY SUCH REPRESENTATION OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).

Disclaimer of Other Representations and Warranties. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN GIVEN THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF THE PROPERTIES AND TO REVIEW ALL FILES CONCERNING THE PROPERTIES AND ITS ENVIRONMENTAL CONSULTANTS AND ALL STATE AGENCIES HAVING JURISDICTION OVER THE PROPERTIES BEFORE PURCHASER’S EXECUTION AND DELIVERY OF THIS AGREEMENT. EXCEPT AS EXPRESSLY OTHERWISE SET FORTH IN THIS AGREEMENTAGREEMENT AND THE DESIGNATED SELLER DOCUMENTS, PURCHASER AGREES THAT THE SCHEDULES PROPERTIES SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT THE PROPERTIES AT CLOSING STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR ANY CERTIFICATE DELIVERED REDUCTION IN CONNECTION WITH THE CLOSING OF SHARE PURCHASE PRICE EXCEPT FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENTAGREEMENT AND THE DESIGNATED SELLER DOCUMENTS AND THAT, NONE OF THE EXCEPT FOR SELLER, THE COMPANY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY ’S LIMITED REPRESENTATIONS SET FORTH IN THIS AGREEMENTARTICLE V HEREOF, THE SCHEDULES SALE OF THE PROPERTIES AND OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS SHALL BE WITHOUT REPRESENTATION OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETSFITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER DOES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, RENOUNCE ANY SUCH REPRESENTATION OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).

Disclaimer of Other Representations and Warranties. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN GIVEN THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF THE COMPANY AND TO REVIEW ALL FILES CONCERNING THE LOCATIONS MAINTAINED BY COMPANY AND ITS ENVIRONMENTAL CONSULTANTS AND ALL STATE AGENCIES HAVING JURISDICTION OVER THE LOCATIONS BEFORE PURCHASER’S EXECUTION AND DELIVERY OF THIS AGREEMENT. ACCORDINGLY, PURCHASER AGREES THAT THE SHARES SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT THAT THE COMPANY OWNS THE ASSETS AT CLOSING (EXCEPT ANY PROPERTY SOLD UNDER THE PURCHASE AND SALE AGREEMENT) STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE SHARE PURCHASE PRICE EXCEPT FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND THAT, EXCEPT FOR SELLERS’ LIMITED REPRESENTATIONS SET FORTH IN THIS AGREEMENTARTICLE V HEREOF, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING SALE OF SHARES AND OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON MAKES ANY AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETSFITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER SELLERS DO HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, RENOUNCE ANY SUCH REPRESENTATION OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTARTICLE V (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) AND IN THE CLOSING DOCUMENTS, NEITHER SELLER NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY SELLER OR ANY OF ITS AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER PARTIES, THE SCHEDULES BUSINESS OR THE TRANSACTIONS, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER, ANY AFFILIATE OF SELLER OR ANY CERTIFICATE DELIVERED OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY BUYER OR ANY OF ITS AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY SELLER OR ANY OF ITS AFFILIATES. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN CONNECTION WITH THIS ARTICLE V (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) AND IN THE CLOSING OF THIS AGREEMENTDOCUMENTS, THE COMPANY AND THE SELLER HEREBY DISCLAIM DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATIONPROJECTION, PROJECTION FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR ADVICE INFORMATION THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE PROVIDED TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANTBROKER, BANKER, CONSULTANT OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE ITS AFFILIATES, INCLUDING ANY INFORMATION MADE AVAILABLE IN ANY ELECTRONIC DATA ROOM HOSTED BY SELLER OR ITS REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS). NEITHER SELLER NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES TO BUYER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS FOLLOWING THE CLOSING. IN ENTERING INTO THIS AGREEMENT, BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY STATEMENT, REPRESENTATION OR WARRANTY, INCLUDING THOSE WHICH MAY BE CONTAINED IN ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, OR SIMILAR MATERIALS CONTAINING INFORMATION REGARDING THE SELLER PARTIES OR THE BUSINESS OR IN ANY MATERIALS PROVIDED TO BUYER DURING THE COURSE OF ITS DUE DILIGENCE INVESTIGATION OF THE SELLER PARTIES AND THE BUSINESS, OTHER THAN THOSE SPECIFIC REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V AND IN THE CLOSING DOCUMENTS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 5.20 OR SECTION 6.11 SHALL LIMIT OR RESTRICT, OR BE USED AS A DEFENSE AGAINST, BUYER’S RECOURSE AGAINST SELLER OR OPERATE AS A RELEASE OF SELLER IN RESPECT OF FRAUD (AS DEFINED HEREIN) BY SELLER RELATING TO ANY REPRESENTATION OR WARRANTY CONTAINED IN THIS ARTICLE V (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) OR IN THE CLOSING DOCUMENTS.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE 3, THE SCHEDULES PURCHASED ASSETS ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND NEITHER SELLER NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, AFFILIATES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY REPRESENTATIVES HAVE MADE OR ANY OTHER PERSON MAKES MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AT LAW OR IN EQUITY, IN CERTAIN ELECTRONIC AND PHYSICAL “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, IN RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF BUYER OR IN ANY OTHER FORM, IN RESPECT OF THE ACCURACY CONDITION, VALUE OR COMPLETENESS QUALITY OF THE PURCHASED ASSETS, AND THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE PURCHASED ASSETS OR THE PRODUCT, INCLUDING WITHOUT LIMITATION WITH RESPECT OF ANY WARRANTY OF THE INFORMATION PROVIDED MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY OR MADE AVAILABLE TO THE BUYERFITNESS FOR ANY PARTICULAR PURPOSE, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, MATTER WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETSTRANSACTIONS CONTEMPLATED HEREBY, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR WITHOUT LIMITING THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTFOREGOING, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENTINVENTORY, THE COMPANY REGULATORY FILES, AND THE PRODUCT TRADE DRESS (TO THE EXTENT PROVIDED TO BUYER) ARE BEING TRANSFERRED AS IS, WHERE IS, WITH ALL FAULTS. WITHOUT LIMITING THE FOREGOING, NEITHER SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORNOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, AFFILIATES OR REPRESENTATIVES HAVE MADE OR MAKE ANY REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY FINANCIAL STATEMENTS, OR ANY USE BY THE BUYER HISTORICAL OR ITS AFFILIATES FUTURE SALES, OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT FINANCIAL PROJECTIONS OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) FORECASTS RELATING TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)PRODUCT.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING BUYER ACKNOWLEDGES THAT PRIOR TO EXECUTION OF THIS AGREEMENT, NONE IT HAS BEEN GIVEN THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF THE COMPANY AND THE PREMISES. ACCORDINGLY, BUYER AGREES THAT THE MEMBERSHIP INTEREST SHALL BE ACQUIRED AND THAT BUYER SHALL ACCEPT THAT THE COMPANY OWNS THE MEMBERSHIP INTEREST AT CLOSING STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE EXCEPT FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND THAT, EXCEPT FOR SELLER’S LIMITED REPRESENTATIONS SET FORTH HEREIN, THE COMPANY OR ANY TRANSFER OF THE MEMBERSHIP INTEREST AND OTHER PERSON MAKES ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETSFITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER DOES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, RENOUNCE ANY SUCH REPRESENTATION OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF . AGREEMENT FOR PURCHASE OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).LLC INTEREST ACTIVE 64517303v2

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENTARTICLE 3 ARE THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER WITH RESPECT TO THE SHARES, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY ACQUIRED COMPANIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, MATTER RELATING TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFITTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENTARTICLE 3, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION SELLER IS SELLING THE SHARES TO THE PURCHASER “AS IS” AND “WHERE IS” AND WITH THE CLOSING OF THIS AGREEMENTALL FAULTS, THERE ARE AND MAKES NO REPRESENTATIONS BY THE SELLER OF ANY KINDWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITYAS TO ANY MATTER WHATSOEVER RELATING TO THE SHARES, WITH RESPECT TO THE SELLER, THE COMPANY ACQUIRED COMPANIES OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT INCLUDING AS TO (a) MERCHANTABILITY OR WARRANTIES ARE HEREBY FITNESS FOR ANY PARTICULAR USE OR PURPOSE, (b) THE OPERATION OF THE BUSINESS OF THE ACQUIRED COMPANIES AFTER THE CLOSING IN ANY MANNER OR (c) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF THE ACQUIRED COMPANIES AFTER THE CLOSING. ANY OTHER REPRESENTATION OR WARRANTY IS EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTOther than the indemnification obligations of the Seller set forth in the Seller Indemnification Articles, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENTand except as otherwise provided in Section 8.6 of this Agreement, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORneither the Seller nor any of its Affiliates, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OFor any of their respective Representatives or stockholders will have, ANY REPRESENTATIONor will be subject to, WARRANTYany Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser, PROJECTIONits Affiliates or their respective Representatives of, FORECASTor the Purchaser’s use of, STATEMENT OR INFORMATION MADEany information relating to the Seller, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINIONthe Shares, INFORMATIONthe Acquired Companies or any of their respective Affiliates, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESincluding any descriptive memoranda, WHETHER IN ANY summary business descriptions or any information, documents or material made available to the Purchaser, its Affiliates or their respective Representatives, whether orally or in writing, in any data room, management presentation, functional “DATA ROOMS”break-out” discussion, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)response to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENTARTICLE 3 ARE THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS WITH RESPECT TO THE SHARES, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLERSELLERS, THE COMPANY ACQUIRED COMPANIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, MATTER RELATING TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFITTRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENTARTICLE 3, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION SELLERS ARE SELLING THE SHARES TO THE PURCHASER "AS IS" AND "WHERE IS" AND WITH THE CLOSING OF THIS AGREEMENTALL FAULTS, THERE ARE AND MAKE NO REPRESENTATIONS BY THE SELLER OF ANY KINDWARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT AS TO ANY MATTER WHATSOEVER RELATING TO THE SELLERSHARES, THE COMPANY SELLERS, THE ACQUIRED COMPANIES OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT INCLUDING AS TO (I) MERCHANTABILITY OR WARRANTIES ARE HEREBY FITNESS FOR ANY PARTICULAR USE OR PURPOSE, (II) THE OPERATION OF THE BUSINESS OF THE ACQUIRED COMPANIES AFTER THE CLOSING IN ANY MANNER OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF THE ACQUIRED COMPANIES AFTER THE CLOSING. ANY OTHER REPRESENTATION OR WARRANTY IS EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTOther than the indemnification obligations of the Sellers set forth in the Indemnification Articles, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENTnone of the Sellers, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORthe Acquired Companies, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OFany of their Affiliates, ANY REPRESENTATIONor any of their respective officers, WARRANTYdirectors, PROJECTIONemployees, FORECASTagents, STATEMENT OR INFORMATION MADErepresentatives or stockholders will have, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINIONor will be subject to, INFORMATIONany Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESor the Purchaser's use of, WHETHER IN ANY “DATA ROOMS”any information relating to the Sellers, “MANAGEMENT PRESENTATIONS”the Acquired Companies or any of their Affiliates, “BREAKOUT SESSIONS” OR OTHERWISEincluding any descriptive memoranda, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTORsummary business descriptions or any information, OFFICERdocuments or material made available to the Purchaser or its Affiliates or representatives, EMPLOYEEwhether orally or in writing, AGENTin certain "data rooms," management presentations, CONSULTANTfunctional "break-out" discussions, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE V, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON NO SELLER MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO SELLERS, THE BUSINESS, THE RAILWAY, OR WITH RESPECT TO ANY OF THE ASSETS, LIABILITIES OR OPERATIONS OF A SELLER, THE COMPANY INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY OR ITS BUSINESSES OR ASSETSFITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDDISCLAIMED AND ARE HEREBY WAIVED BY BUYER. EXCEPT FOR THE REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS ARTICLE V HEREOF ARE IN LIEU OF ANY AND ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTBUYER MAY HAVE UNDER ANY APPLICABLE LAW. BUYER IS ACQUIRING THE PURCHASED ASSETS AS IS, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENTWHERE IS, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORand without limiting Buyer’s ability to rely on the representations and warranties set forth herein, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OFBuyer further agrees that no Seller nor any other person or entity shall have or be subject to any liability to Buyer or any other person or entity resulting from the distribution to Buyer, ANY REPRESENTATIONor Buyer’s use, WARRANTYof any such information, PROJECTIONincluding any information, FORECASTdocument or material made available or provided to Buyer in certain “data rooms,” management presentations or offering or information memoranda, STATEMENT OR INFORMATION MADEor in any other form, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)in expectation of the transactions contemplated hereby.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR ANY ANCILLARY AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY SUCH SELLER MAKES NO OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO REGARDING ITSELF, THE ACCURACY OR COMPLETENESS OF ANY GROUP COMPANIES, THE BUSINESS OF THE GROUP COMPANIES, THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY INFORMATION PROVIDED FURNISHED OR MADE AVAILABLE TO THE BUYER, BUYER OR ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR ANY ANCILLARY AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SUCH SELLER HEREBY DISCLAIM DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT STATEMENT, OR INFORMATION MADE, COMMUNICATED COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION DOCUMENTS OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE MATERIALS DELIVERED TO THE BUYER AND/OR MADE AVAILABLE IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY) OR AS TO THE FUTURE REVENUE, PROFITABILITY OR SUCCESS OF THE BUSINESS OF THE GROUP COMPANIES, OR ANY REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN LAW. EACH SELLER ACKNOWLEDGES THAT THE BUYER AND ITS AFFILIATES MAY POSSESS MATERIAL NONPUBLIC INFORMATION REGARDING THE BUYER AND ITS AFFILIATES (INCLUDING ARES) NOT KNOWN TO THE SELLERS OR REPRESENTATIVESTHE LANDMARK PARTNERS THAT MAY IMPACT THE VALUE OF THE ARES OPERATING GROUP UNITS, CLASS MIRROR UNITS, AND CLASS A COMMON STOCK. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL RELIEVE ANY PERSON OF ANY LIABILITY FOR ACTUAL FRAUD. EACH REPRESENTATION AND WARRANTY IN THIS ARTICLE 4 IS GIVEN INDEPENDENT EFFECT SO THAT IF A PARTICULAR REPRESENTATION AND WARRANTY PROVES TO BE INCORRECT OR IS BREACHED, THE FACT THAT ANOTHER REPRESENTATION AND WARRANTY CONCERNING THE SAME OR SIMILAR SUBJECT MATTER IS CORRECT OR IS NOT BREACHED, WHETHER IN ANY “DATA ROOMS”SUCH OTHER REPRESENTATION AND WARRANTY IS MORE GENERAL OR MORE SPECIFIC, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” NARROWER OR BROADER OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY WILL NOT AFFECT THE INCORRECTNESS OR ON BEHALF BREACH OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)SUCH PARTICULAR REPRESENTATION AND WARRANTY.

Disclaimer of Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER IN THIS AGREEMENT AND THE ANCILLARY DOCUMENTS (OR ANY CERTIFICATE OR INSTRUMENT DELIVERED BY THE SELLER HEREUNDER OR THEREUNDER) ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN Article IV OR THIS AGREEMENTARTICLE V, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE EACH OF THE SELLER, THE COMPANY ITS AFFILIATES, AND THEIR DIRECTORS, MANAGERS, PARTNERS, OFFICERS, DIRECT OR INDIRECT EQUITYHOLDERS AND EACH OF THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIMS ANY OTHER PERSON MAKES REPRESENTATIONS OR WARRANTIES OF ANY REPRESENTATION KIND OR WARRANTYNATURE, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO THE ACCURACY SELLER, THE TARGET COMPANIES, THE BUSINESS, OR COMPLETENESS THE TARGET COMPANIES’ ASSETS, AND BUYER SHALL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN ARTICLE IV AND THIS Article V SUPERSEDE, REPLACE AND NULLIFY ANY OTHER STATEMENT (WHETHER WRITTEN OR ORAL) MADE BY ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYERSELLER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, PARTY WITH RESPECT TO THE SELLER, SELLER AND THE COMPANY OR ITS BUSINESSES OR ASSETS, TARGET COMPANIES PRIOR TO THE DATE HEREOF AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR TO THE REPRESENTATIONS AND WARRANTIES DISCLAIMERS CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).SECTION 5.8. ​

Disclaimer of Other Representations and Warranties. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN GIVEN, OR WILL BE GIVEN, THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF THE REAL PROPERTIES AND OTHER ASSETS AND TO REVIEW ALL FILES CONCERNING THE LOCATIONS MAINTAINED BY THE APPLICABLE SELLER AND ITS ENVIRONMENTAL CONSULTANTS AND ALL FEDERAL AND STATE AGENCIES HAVING JURISDICTION OVER THE LOCATIONS. ACCORDINGLY, PURCHASER AGREES THAT THE ASSETS SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT POSSESSION OF THE ASSETS AT CLOSING STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE TOTAL CONSIDERATION EXCEPT AS FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND THAT, EXCEPT FOR EACH SELLER’S REPRESENTATIONS SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH ATTACHED HERETO AND THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLERSELLER DOCUMENTS, THE COMPANY OR ANY SALE OF ASSETS AND OTHER PERSON MAKES ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF PROFITABILITY, INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETSFITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER SELLERS DO HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, RENOUNCE ANY SUCH REPRESENTATION OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).. VIII. ADDITIONAL AGREEMENTS AND COVENANTS

Disclaimer of Other Representations and Warranties. EXCEPT AS (a) THE BUYER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE BUYER OR THE BUSINESS OF THE BUYER OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTSECTION 5. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE SCHEDULES BUYER NOR ANY REPRESENTATIVE OF THE BUYER, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS OR STOCKHOLDERS, HAS MADE, AND SHALL NOT BE DEEMED TO HAVE MADE, ANY CERTIFICATE REPRESENTATIONS OR WARRANTIES IN THE MATERIALS RELATING TO THE BUSINESS OF THE BUYER MADE AVAILABLE OR DELIVERED TO THE SELLER PARTIES, INCLUDING DUE DILIGENCE MATERIALS, OR IN ANY PRESENTATION OF THE BUSINESS OF THE BUYER BY MANAGEMENT OF THE BUYER OR OTHERS IN CONNECTION WITH THE CLOSING TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER AND DEEMED TO BE RELIED UPON BY THE TARGET COMPANIES OR THE SELLER PARTIES IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. (c) OTHER THAN AS PERMITTED PURSUANT TO THIS AGREEMENT, NONE OF FOR FRAUD OR WITH RESPECT TO THE SELLERREPRESENTATIONS AND WARRANTIES SET FORTH THIS SECTION 5, THE COMPANY THEY BUYER SHALL NOT BE SUBJECT TO ANY LIABILITY (INCLUDING ANY CLAIM BASED UPON FRAUDULENT INDUCEMENT) ARISING OUT OF, RELATING TO OR RESULTING FROM, ANY OTHER PERSON MAKES ANY REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, EITHER WRITTEN OR ORAL, COMMON LAW OR STATUTORY, EXPRESS OR IMPLIEDIMPLIED (INCLUDING WITH RESPECT TO NON-INFRINGEMENT, AT LAW MERCHANTABILITY OR IN EQUITYSUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE), AS TO THE ACCURACY OR COMPLETENESS OF OF, OR THE DISTRIBUTION TO, OR USE BY, ANY OF THE INFORMATION PROVIDED SELLERS OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATESTARGET COMPANIES OF, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTADVICE, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORDOCUMENT, OR ANY USE BY OTHER INFORMATION REGARDING THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OFBUSINESS, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES FINANCIAL CONDITION AND ASSETS (INCLUDING THE CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY OPINION, INFORMATION, PROJECTION ASSETS) OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF LIABILITIES OF THE BUYER OR OTHERWISE BY ANY DIRECTORBUYER, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)INCLUDING FORWARD-LOOKING STATEMENTS. 6.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE V, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON SELLER MAKES ANY NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF ITS ASSETS (INCLUDING THE PURCHASED ASSETS), LIABILITIES OR OPERATIONS, INCLUDING, WITH RESPECT TO THE SELLER, THE COMPANY MERCHANTABILITY OR ITS BUSINESSES OR ASSETSFITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE V, BUYER IS PURCHASING THE PURCHASED ASSETS ON AN "AS-IS, WHERE-IS" BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE PURCHASED ASSETS, AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY. THE FOREGOING PROVISION DOES NOT AFFECT THE VALIDITY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTPRIOR TO CLOSING, IT BEING THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH INTENTION OF EACH OF THE CLOSING PARTIES (SELLER, ON THE ONE HAND, AND, BUYER, ON THE OTHER) THAT THE ACCURACY OF THIS AGREEMENT, THE COMPANY REPRESENTATIONS AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) WARRANTIES IS A CONDITION PRECEDENT TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)OTHER PARTY'S OBLIGATIONS HEREUNDER.

Disclaimer of Other Representations and Warranties. EXCEPT AS TO THE REPRESENTATIONS, WARRANTIES AND INDEMNITIES EXPRESSLY SET FORTH HEREIN, NO COMPANY IN THE RIO TINTO GROUP NOR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL HAVE ANY LIABILITY FOR ANY STATEMENTS, PROJECTIONS, OPINIONS, INFORMATION OR OTHER MATTERS, WHETHER EXPRESS OR IMPLIED, ARISING OUT OF, CONTAINED IN OR DERIVED FROM, ANY INFORMATION PROVIDED TO BUYER OR FOR ANY OMISSIONS FROM, OR FAILURE TO CORRECT ANY INFORMATION CONTAINED IN, SUCH INFORMATION AS AFORESAID. EACH COMPANY IN THE RIO TINTO GROUP EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATING TO OR RESULTING FROM THE USE OF SUCH INFORMATION BY BUYER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES. ONLY THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 3 AND THIS SECTION 4, SUBJECT TO THE OTHER LIMITATIONS AND RESTRICTIONS SPECIFIED IN THIS AGREEMENT, WILL HAVE ANY LEGAL EFFECT WITH RESPECT TO ANY INFORMATION PROVIDED TO BUYER OR HECLA. WITHOUT LIMITING THE SCHEDULES FOREGOING, EXCEPT AS TO THE REPRESENTATIONS, WARRANTIES AND INDEMNITIES EXPRESSLY SET FORTH HEREIN, NO COMPANY IN THE RIO TINTO GROUP MAKES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON MAKES GIVES ANY REPRESENTATION OR WARRANTY, EITHER WHETHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF THE COMPANIES, ITS RESPECTIVE ASSETS, LIABILITIES, OBLIGATIONS, OR OPERATIONS, INCLUDING, WITHOUT LIMITATION, AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED (WHETHER COMMUNICATED IN WRITTEN, ORAL, GRAPHIC, ELECTRONIC OR ANY OTHER FORM) TRANSMITTED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, BUYER AND HECLA AT ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH TIME PRIOR TO THE CLOSING AND IN ALL CASES, KENNECOTT AND EACH COMPANY IN THE RIO TINTO GROUP SPECIFICALLY EXCLUDE ALL WARRANTIES OF THIS AGREEMENTMERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND THESE AND ANY OTHER SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER AND HECLA ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE EXTENT SPECIFICALLY SET FORTH IN SECTION 3 AND THIS SECTION 4, BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINIONIS PURCHASING THE SHARES ON AN "AS-IS, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONSWHERE IS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)BASIS.

Disclaimer of Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES MADE BY SELLERS IN THIS SECTION 3.3 (AS QUALIFIED BY THE APPLICABLE PART OF THE DISCLOSURE SCHEDULE) ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY OR CONCERNING THE SELLERS AND THE SELLERS’ OWNERSHIP OF COMPANY COMMON STOCK, CAPITAL STOCK OF THE FLORIDA NON-WHOLLY OWNED SUBSIDIARIES AND PATHWAYS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SECTION 3.3 (AS QUALIFIED BY THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE APPLICABLE PART OF THE SELLERDISCLOSURE SCHEDULE), THE COMPANY SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS WARRANTIES OF ANY OF THE INFORMATION PROVIDED KIND OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KINDNATURE, EXPRESS OR IMPLIED, AT LAW WRITTEN OR ORAL, AS TO SELLERS, AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE REPRESENTATIONS AND WARRANTIES SET FORTH IN EQUITYTHIS SECTION 3.3 (AS QUALIFIED BY THE APPLICABLE PART OF THE DISCLOSURE SCHEDULE). SELLERS ARE NOT, DIRECTLY OR INDIRECTLY, MAKING ANY REPRESENTATIONS OR WARRANTIES REGARDING THE VALUE OF SELLERS’ OWNERSHIP OF COMPANY COMMON STOCK OR ANY PRO-FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE SELLER, OWNERSHIP OF COMPANY COMMON STOCK OR THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)ACQUIRED COMPANIES.

Disclaimer of Other Representations and Warranties. EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE V, NEITHER THE SCHEDULES COMPANY, ANY OF ITS DIRECT OR INDIRECT STOCKHOLDERS OR OTHER HOLDERS OF CAPITAL STOCK, NOR ANY CERTIFICATE DELIVERED OF THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE SET FORTH IN CONNECTION WITH THE CLOSING ARTICLE IV OF THIS AGREEMENT, NONE OF AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED BY THE SELLER, ITS DIRECT OR INDIRECT STOCKHOLDERS OR OTHER HOLDERS OF CAPITAL STOCK AND BY THEIR RESPECTIVE REPRESENTATIVES AND AFFILIATES, IN EACH CASE, WITH RESPECT TO THIS AGREEMENT AND THE COMPANY TRANSACTIONS CONTEMPLATED HEREBY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO REPRESENTATION OR WARRANTY IS MADE BY THE COMPANY, ITS DIRECT OR INDIRECT STOCKHOLDERS OR OTHER HOLDERS OF CAPITAL STOCK, OR THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES, AND EACH OF THE FOREGOING HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (AS IT RELATES TO THE REPRESENTATIONS AND WARRANTIES IN SECTION 5.9 ABOVE), OR ANY ESTIMATES, PROJECTIONS, FORECASTS, BUSINESS PLANS, STATISTICAL DATA, FINANCIAL INFORMATION, MEMORANDA, PRESENTATIONS OR ANY OTHER PERSON MAKES ANY REPRESENTATION MATERIALS OR WARRANTYINFORMATION (FINANCIAL, EITHER EXPRESS LEGAL OR IMPLIEDOTHERWISE) DELIVERED, AT LAW OR IN EQUITYDISCLOSED, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION DISCUSSED, PROVIDED OR MADE AVAILABLE TO THE BUYERPURCHASER, ITS AFFILIATES, OR ANY OF THEIR ITS AFFILIATES OR REPRESENTATIVES (WHETHER ORALLY, ELECTRONICALLY OR IN WRITING), INCLUDING BY MEANS OF ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT#25932618 v26 MANAGEMENT PRESENTATION, ELECTRONIC DATA ROOM, MEETING, CONFERENCE OR OTHERWISE; PROVIDED, HOWEVER, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS FOREGOING SHALL NOT BE DEEMED TO BE A DISCLAIMER BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR OF THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE BY IT IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING ARTICLE IV OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE V, OR ANY ANCILLARY AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON (A) NO SELLER AFFILIATE MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLERTHIS AGREEMENT, THE COMPANY OR ITS BUSINESSES OR ANCILLARY AGREEMENTS, THE TRANSFERRED ASSETS, THE TRANSFERRED EQUITY INTERESTS, THE TRANSFERRED ENTITIES, THE ASSUMED LIABILITIES, THE BUSINESS, THE ACQUISITION (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR ANY INFORMATION PROVIDED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE ACQUISITION AND THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY FORECASTS, PROJECTIONS, ESTIMATES OR BUDGETS), INCLUDING ANY WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR ; AND (B) ALL OF THE REPRESENTATIONS ASSETS AND WARRANTIES CONTAINED LIABILITIES TO BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR ASSUMED, AS APPLICABLE, IN ACCORDANCE WITH THIS AGREEMENT, THE SCHEDULES SHALL BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENTASSUMED ON AN “AS IS, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONSWHERE IS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)BASIS.

Disclaimer of Other Representations and Warranties. (a) THE MPT PARTIES ACKNOWLEDGE AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUT IN ALL EVENTS SUBJECT TO SECTION 9.13 HEREIN, (I) SELLERS ARE SELLING AND THE SCHEDULES OR BUYERS ARE PURCHASING THE ACQUIRED ASSETS AND (II) BORROWERS ARE MORTGAGING AND OTHERWISE PLEDGING, AND LENDERS ARE FINANCING THE FINANCED ASSETS, IN ITS “AS IS, WHERE IS” CONDITION AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WITHOUT ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS REPRESENTATION, GUARANTY, PROMISE OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KINDINDUCEMENT, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO BY ANY OF THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES XXXXXX HEALTH SUBSIDIARIES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEEREPRESENTATIVE, AGENT, CONSULTANTOFFICER OR EMPLOYEE OF ANY OF THE XXXXXX HEALTH SUBSIDIARIES AS TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, (A) THE PROPERTY’S PHYSICAL AND ENVIRONMENTAL CONDITION, (B) THE SUITABILITY OF THE PROPERTY FOR ANY USE OR PURPOSE WHATSOEVER, INCLUDING ANY PURPOSE OR USE INTENDED BY MPT PARTIES FOR THE PROPERTY, (C) THE PROPERTY’S COMPLIANCE WITH ANY APPLICABLE LAW, RULE, ORDER OR OTHER GOVERNMENTAL REGULATION, OR REPRESENTATIVE (D) THE AGE, SIZE, DIMENSIONS, PROFITABILITY OR OTHER SUCH MATTERS RELATING TO THE OWNERSHIP OR OPERATION OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).PROPERTY. Both prior to and after the execution of this Agreement, EHI Subsidiaries may, and, if required by this Agreement shall, deliver to MPT Parties in various forms information concerning the Acquired Assets and/or the Financed Assets prepared by parties other than EHI Subsidiaries. Such information is delivered as an accommodation to assist MPT Parties’s due diligence investigation, and MPT Parties shall have the duty to undertake its own independent investigation of the Acquired Assets and Financed Assets and such information provided by EHI Subsidiaries. Except as specifically set forth in this Agreement, such information is provided by EHI Subsidiaries without representation or warranty with respect to the accuracy thereof. The provisions of this paragraph shall survive the Closing

Disclaimer of Other Representations and Warranties. EACH OF THE ACQUISITION ENTITIES HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENTARTICLE IV, THE SCHEDULES NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING, OR SHALL BE DEEMED TO MAKE ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE (AND EACH OF THE SELLER, THE COMPANY OR ANY OTHER PERSON MAKES ANY ACQUISITION ENTITIES HEREBY EXPRESSLY DISCLAIMS RELIANCE ON ANY) REPRESENTATION OR WARRANTYWARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATESACQUISITION ENTITIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON PERSON, WITH RESPECT TO SPAC OR ANY OF ITS BUSINESSES, ASSETS OR PROPERTIES, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO CONDITION, VALUE, QUALITY, MERCHANTABILITY, USAGE, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY: (A) NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO MAKE TO ANY OF THE ACQUISITION ENTITIES, ANY OF THEIR BENEFIT. EXCEPT RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY SET FORTH MADE BY SPAC IN THIS AGREEMENTARTICLE IV; AND (B) NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING OR SHALL BE DEEMED TO MAKE TO ANY OF THE SCHEDULES ACQUISITION ENTITIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF THIRD PARTY ANY KINDREPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO TO: (I) THE SELLER, THE COMPANY INFORMATION DISTRIBUTED OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED THEM BY OR ON BEHALF OF SPAC IN CONNECTION WITH THIS AGREEMENT AND THE BUYER TRANSACTIONS; (II) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR OTHERWISE BY SIMILAR DOCUMENT; OR (III) ANY DIRECTORFINANCIAL PROJECTION, OFFICERFORECAST, EMPLOYEEESTIMATE, AGENTBUDGET OR SIMILAR ITEM RELATING TO SPAC OR ITS BUSINESS, CONSULTANTASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS OR REPRESENTATIVE PROJECTED OPERATIONS. EACH OF THE COMPANY ACQUISITION ENTITIES HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY PROMISE, REPRESENTATION OR SELLER OR ANY WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN ARTICLE IV OF THEIR RESPECTIVE AFFILIATES)THIS AGREEMENT.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 6 OR ANY ANCILLARY AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY BUYER MAKES NO OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO REGARDING THE BUYER, ITS AFFILIATES, THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY INFORMATION FURNISHED OR MADE AVAILABLE TO THE COMPANY, THE SELLERS, THE LANDMARK PARTNERS, THEIR RESPECTIVE AFFILIATES, ANY OF THEIR REPRESENTATIVES RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 6 OR ANY ANCILLARY AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE BUYER HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER COMPANY, THE SELLERS, THE LANDMARK PARTNERS, OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT STATEMENT, OR INFORMATION MADE, COMMUNICATED COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER COMPANY, THE SELLERS, THE LANDMARK PARTNERS, OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING OR ANY OPINIONREPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN LAW. NOTWITHSTANDING THE FOREGOING, INFORMATIONNOTHING IN THIS AGREEMENT SHALL RELIEVE ANY PERSON OF ANY LIABILITY FOR ACTUAL FRAUD. EACH REPRESENTATION AND WARRANTY IN THIS ARTICLE 6 IS GIVEN INDEPENDENT EFFECT SO THAT IF A PARTICULAR REPRESENTATION AND WARRANTY PROVES TO BE INCORRECT OR IS BREACHED, PROJECTION THE FACT THAT ANOTHER REPRESENTATION AND WARRANTY CONCERNING THE SAME OR ADVICE THAT MAY HERETOFORE HAVE BEEN SIMILAR SUBJECT MATTER IS CORRECT OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESIS NOT BREACHED, WHETHER IN ANY “DATA ROOMS”SUCH OTHER REPRESENTATION AND WARRANTY IS MORE GENERAL OR MORE SPECIFIC, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” NARROWER OR BROADER OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY WILL NOT AFFECT THE INCORRECTNESS OR ON BEHALF BREACH OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)SUCH PARTICULAR REPRESENTATION AND WARRANTY.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE V, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON SELLER MAKES ANY NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF ITS ASSETS (INCLUDING THE PURCHASED ASSETS), LIABILITIES OR OPERATIONS, INCLUDING, WITH RESPECT TO THE SELLER, THE COMPANY MERCHANTABILITY OR ITS BUSINESSES OR ASSETSFITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMEDDISCLAIMED BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE V, BUYER IS PURCHASING THE PURCHASED ASSETS ON AN “AS-IS, WHERE-IS” BASIS. EXCEPT FOR WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE PURCHASED ASSETS, AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY THE FOREGOING PROVISION DOES NOT AFFECT THE VALIDITY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTPRIOR TO CLOSING, IT BEING THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH INTENTION OF EACH OF THE CLOSING PARTIES (SELLER ON THE ONE HAND, AND, BUYER, ON THE OTHER) THAT THE ACCURACY OF THIS AGREEMENT, THE COMPANY REPRESENTATIONS AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) WARRANTIES IS A CONDITION PRECEDENT TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)OTHER PARTY’S OBLIGATIONS HEREUNDER.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN §3 AND THIS AGREEMENT§4, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, NEITHER THE COMPANY OR NOR ANY OTHER PERSON SELLER MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY, OR ANY OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE SELLERCONDITION, USEFULNESS OR ADEQUACY OF THE COMPANY ASSETS, QUALITY, MERCHANTABILITY AND/OR ITS BUSINESSES OR ASSETSFITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, CONFORMITY TO SAMPLES, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED SET FORTH IN THIS AGREEMENT§4 ARE MADE EXCLUSIVELY BY THE COMPANY AND THE BUYER SHALL HAVE NO RECOURSE AGAINST ANY SELLER AS A RESULT OF A BREACH OF ANY SUCH REPRESENTATION OR WARRANTY, OTHER THAN WITH RESPECT TO BREACHES OF REPRESENTATIONS, WARRANTIES AND COVENANTS DISCLOSED PRIOR TO CLOSING IN ACCORDANCE WITH §5(E) AND THE ESCROW AMOUNT AS PROVIDED IN §8. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN §3 AND THIS §4, BUYER IS PURCHASING THE MEMBERSHIP INTERESTS ON AN “AS-IS, WHERE-IS” AND “WITH ALL FAULTS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN §3 AND THIS §4, THE SCHEDULES COMPANY AND EACH SELLER HEREBY DISCLAIMS ANY CLAIMS BY BUYER FOR DAMAGES BECAUSE OF LATENT VICES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE CLOSING INTENTION OF THE COMPANY, SELLERS AND BUYER THAT, SUBJECT TO THE TERMS OF THIS AGREEMENT, THE COMPANY ASSETS ARE TO BE ACCEPTED BY BUYER IN THEIR PRESENT CONDITION AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF STATE OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)REPAIR.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 5 OR ANY ANCILLARY AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY BUYER MAKES NO OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO REGARDING THE BUYER, ITS AFFILIATES, THIS AGREEMENT, THE TRANSACTIONS, OR ANY INFORMATION FURNISHED OR MADE AVAILABLE TO THE SELLER, THE SELLER PARENT, THEIR RESPECTIVE AFFILIATES, ANY OF THEIR REPRESENTATIVES RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 5 OR ANY ANCILLARY AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM BUYER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER SELLER, THE SELLER PARENT, OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT STATEMENT, OR INFORMATION MADE, COMMUNICATED COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER SELLER, THE SELLER PARENT, OR ITS THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (INCLUDING OR ANY OPINION, INFORMATION, PROJECTION REPRESENTATION OR ADVICE THAT MAY HERETOFORE HAVE BEEN WARRANTY ARISING FROM STATUTE OR MAY HEREAFTER BE MADE AVAILABLE OTHERWISE IN LAW. NOTWITHSTANDING ANYTHING TO THE BUYER CONTRARY IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL RELIEVE ANY PERSON OF ANY LIABILITY FOR ACTUAL FRAUD. EACH REPRESENTATION AND WARRANTY IN THIS ARTICLE 5 IS GIVEN INDEPENDENT EFFECT SO THAT IF A PARTICULAR REPRESENTATION AND WARRANTY PROVES TO BE INCORRECT OR ITS AFFILIATES IS BREACHED, THE FACT THAT ANOTHER REPRESENTATION AND WARRANTY CONCERNING THE SAME OR REPRESENTATIVESSIMILAR SUBJECT MATTER IS CORRECT OR IS NOT BREACHED, WHETHER IN ANY “DATA ROOMS”SUCH OTHER REPRESENTATION AND WARRANTY IS MORE GENERAL OR MORE SPECIFIC, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” NARROWER OR BROADER OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY WILL NOT AFFECT THE INCORRECTNESS OR ON BEHALF BREACH OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)SUCH PARTICULAR REPRESENTATION AND WARRANTY.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 5 OR ANY ANCILLARY AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY MAKES NO OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO REGARDING THE ACCURACY OR COMPLETENESS OF ANY SELLERS, THE GROUP COMPANIES, THE BUSINESS OF THE GROUP COMPANIES, THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY INFORMATION PROVIDED FURNISHED OR MADE AVAILABLE TO THE BUYER, BUYER OR ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES ARTICLE 5 OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS ANCILLARY AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT STATEMENT, OR INFORMATION MADE, COMMUNICATED COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION DOCUMENTS OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE MATERIALS DELIVERED TO THE BUYER AND/OR ITS AFFILIATES MADE AVAILABLE IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR REPRESENTATIVESIN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY) OR AS TO THE FUTURE REVENUE, PROFITABILITY OR SUCCESS OF THE BUSINESS OF THE GROUP COMPANIES, OR ANY REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN LAW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL RELIEVE ANY PERSON OF ANY LIABILITY FOR ACTUAL FRAUD. EACH REPRESENTATION AND WARRANTY IN THIS ARTICLE 5 IS GIVEN INDEPENDENT EFFECT SO THAT IF A PARTICULAR REPRESENTATION AND WARRANTY PROVES TO BE INCORRECT OR IS BREACHED, THE FACT THAT ANOTHER REPRESENTATION AND WARRANTY CONCERNING THE SAME OR SIMILAR SUBJECT MATTER IS CORRECT OR IS NOT BREACHED, WHETHER IN ANY “DATA ROOMS”SUCH OTHER REPRESENTATION AND WARRANTY IS MORE GENERAL OR MORE SPECIFIC, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” NARROWER OR BROADER OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY WILL NOT AFFECT THE INCORRECTNESS OR ON BEHALF BREACH OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)SUCH PARTICULAR REPRESENTATION AND WARRANTY.

Disclaimer of Other Representations and Warranties. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN GIVEN, OR WILL BE GIVEN, THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF THE REAL PROPERTIES AND OTHER ASSETS AND TO REVIEW ALL FILES CONCERNING THE LOCATIONS MAINTAINED BY THE APPLICABLE SELLER AND ITS ENVIRONMENTAL CONSULTANTS AND ALL FEDERAL AND STATE AGENCIES HAVING JURISDICTION OVER THE LOCATIONS. ACCORDINGLY, PURCHASER AGREES THAT THE ASSETS SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT POSSESSION OF THE ASSETS AT CLOSING STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE TOTAL CONSIDERATION EXCEPT AS FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND THAT, EXCEPT FOR EACH SELLER’S REPRESENTATIONS SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH ATTACHED HERETO AND THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLERSELLER DOCUMENTS, THE COMPANY OR ANY SALE OF ASSETS AND OTHER PERSON MAKES ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF PROFITABILITY, INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETSFITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER SELLERS DO HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, RENOUNCE ANY SUCH REPRESENTATION OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE 4, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON SELLER MAKES ANY NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANIES OR ANY OF THE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO THE SELLERCONDITION, USEFULNESS OR ADEQUACY OF THE COMPANY ASSETS, QUALITY, MERCHANTABILITY AND/OR ITS FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, CONFORMITY TO SAMPLES, ANY PROJECTIONS, ESTIMATES OR BUDGETS DELIVERED TO OR MADE AVAILABLE TO BUYER OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANIES OR THE BUSINESSES OF THE COMPANIES OR ASSETSTHE FUTURE BUSINESSES AND OPERATIONS OF THE COMPANIES, AND ANY OTHER AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR TO THE REPRESENTATIONS AND WARRANTIES CONTAINED EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENTARTICLE 4, BUYER, THROUGH ITS PURCHASE OF THE SCHEDULES UNITS, IS INDIRECTLY ACQUIRING THE ASSETS ON AN “AS-IS, WHERE-IS” AND “WITH ALL FAULTS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 4, SELLER HEREBY DISCLAIMS ANY CLAIMS BY BUYER, AND BUYER EXPRESSLY WAIVES SUCH CLAIMS, FOR DAMAGES BECAUSE OF LATENT VICES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE CLOSING INTENTION OF SELLER AND BUYER THAT, SUBJECT TO THE TERMS OF THIS AGREEMENT, THE COMPANY ASSETS ARE TO BE ACCEPTED BY BUYER IN THEIR PRESENT CONDITION AND STATE OF REPAIR. BUYER FURTHER ACKNOWLEDGES THAT IT MAY NOT PLACE ANY RELIANCE THEREON AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 4, SELLER DISCLAIMS ANY REPRESENTATION OR WARRANTY AS TO THE SELLER HEREBY DISCLAIM ALL ACCURACY, ADEQUACY OR COMPLETENESS OF ANY AGREEMENTS, DOCUMENTS, MATERIALS OR OTHER INFORMATION PROVIDED TO BUYER IN ANY DATA ROOM, MANAGEMENT PRESENTATION OR OTHERWISE, AND BUYER AGREES THAT IT MAY NOT PLACE ANY RELIANCE THEREON, AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, THE COMPANIES NOR ANY OF THEIR AFFILIATES SHALL HAVE ANY LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE TO BUYER OR ITS AFFILIATES RESULTING FROM THE USE OF SUCH AGREEMENTS, DOCUMENTS, MATERIALS OR REPRESENTATIVES OFOTHER INFORMATION, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OMISSIONS THEREFROM OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)ERRORS THEREIN.

Disclaimer of Other Representations and Warranties. EXCEPT FOR SELLER’S AND PROPERTY SELLERS’ COVENANTS AND REPRESENTATIONS IN THIS AGREEMENT, THE SELLER DOCUMENTS AND/OR THE PROPERTY SELLERS DOCUMENTS, PURCHASER AGREES THAT THE PURCHASED ASSETS SHALL BE SOLD AT CLOSING STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE EXCEPT FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND THAT, EXCEPT FOR SELLER’S AND PROPERTY SELLERS’ REPRESENTATIONS SET FORTH IN THIS AGREEMENT, THE SCHEDULES SELLER DOCUMENTS AND/OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENTPROPERTY SELLERS DOCUMENTS, NONE THE SALE OF THE SELLER, THE COMPANY OR ANY PURCHASED ASSETS AND OTHER PERSON MAKES ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER AND PROPERTY SELLERS DO HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. NOTHING IN SECTION 8.3 OR THIS SECTION 8.4 SHALL BE CONSTRUED OR INTERPRETED TO RESTRICT, LIMIT OR DIMINISH, OR OTHERWISE ADVERSELY AFFECT, PURCHASER’S RIGHT TO CLAIM BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY PROPERTY SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY SELLER DOCUMENT AND/OR PROPERTY SELLERS DOCUMENT AND TO SEEK REMEDIES FOR SUCH BREACH PURSUANT TO THIS AGREEMENT OR SUCH SELLER DOCUMENT AND/OR PROPERTY SELLERS DOCUMENT, AS APPLICABLE, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, (a) NONE OF THE SELLER, THE COMPANY TARGET COMPANIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES RESPECTIVE REPRESENTATIVES, DIRECTORS, OFFICERS, STOCKHOLDERS, OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES SELLER HAS MADE ANY REPRESENTATIONS OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT OF ANY NATURE WHATSOEVER RELATING TO THE SELLERACQUIRED EQUITY, THE COMPANY OR ITS BUSINESSES THE BUSINESS OR ASSETSOTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 3 AND THIS SECTION 4, AS APPLICABLE. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NONE OF THE TARGET COMPANIES NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, EMPLOYEES, OFFICERS, DIRECTORS OR STOCKHOLDERS, OR ANY SELLER, HAS MADE, AND SHALL NOT BE DEEMED TO HAVE MADE, ANY OTHER REPRESENTATIONS OR WARRANTIES ARE IN THE MATERIALS RELATING TO THE BUSINESS MADE AVAILABLE OR DELIVERED TO THE BUYER, INCLUDING DUE DILIGENCE MATERIALS, OR IN ANY PRESENTATION OF THE BUSINESS OF THE TARGET COMPANIES BY MANAGEMENT OF THE TARGET COMPANIES OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER AND DEEMED TO BE RELIED UPON BY BUYER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED SET FORTH IN SECTION 3 AND THIS AGREEMENTSECTION 4. IT IS UNDERSTOOD THAT ANY COST ESTIMATES, THE SCHEDULES PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENTMEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OFFERING MEMORANDUM OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE SIMILAR MATERIALS MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED DELIVERED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF TARGET COMPANIES AND THEIR RESPECTIVE AFFILIATES)REPRESENTATIVES, ARE NOT AND SHALL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF ANY TARGET COMPANY, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY BUYER IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3 AND THIS SECTION 4.

Disclaimer of Other Representations and Warranties. CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, and Caterpillar and their Affiliates make no representations or warranties with respect to any projections, forecasts or forward-looking statements provided to Buyer. There is no assurance that any projected or forecasted results will be achieved. EXCEPT TO THE EXTENT OF THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 3, SELLER IS SELLING THE ACQUIRED ASSETS ON AN “AS IS, WHERE IS” BASIS AND DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED. SELLER AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTIES WHATSOEVER, AND DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTSECTION 3, THE SCHEDULES SELLER AND ITS AFFILIATES DISCLAIM ANY WARRANTY OF TITLE OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, NON-INFRINGEMENT AND ANY OTHER WARRANTY ARISING BY INDUSTRY CUSTOM OR COURSE OF DEALING. BUYER ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. WARRANTIES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENTSECTION 3. Seller, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENTits Affiliates, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORtheir representatives or any other Person will not have or be subject to any liability to Buyer or its representatives, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OFexcept for fraud, ANY REPRESENTATIONrelating to the transactions contemplated by this Agreement, WARRANTYresulting from (i) any information that is not included in this Agreement or the Schedules hereto, PROJECTIONor (ii) the use of any such information by Buyer or any of its agents, FORECASTconsultants, STATEMENT OR INFORMATION MADEaccountants, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)counsel or other representatives.

Disclaimer of Other Representations and Warranties. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE V, THE SCHEDULES NO SELLER AFFILIATES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLERTHIS AGREEMENT, THE COMPANY OR ITS BUSINESSES OR ACQUISITION, THE ANCILLARY AGREEMENTS, THE TRANSFERRED ASSETS, THE TRANSFERRED EQUITY INTERESTS, THE TRANSFERRED COMPANIES, THE ASSUMED LIABILITIES, THE BUSINESS, THE ACQUISITION (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR ANY INFORMATION PROVIDED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE ACQUISITION (INCLUDING ANY FORECASTS, PROJECTIONS, ESTIMATES OR BUDGETS), INCLUDING ANY WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT; PROVIDED, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENTHOWEVER, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORTHAT, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) NOTWITHSTANDING ANYTHING HEREIN TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” CONTRARY OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF NONE OF THE BUYER FOREGOING SHALL BE DEEMED TO AMEND, MODIFY, REDUCE OR OTHERWISE BY WAIVE IN ANY DIRECTORMANNER BUYER’S RIGHTS, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF BENEFITS AND REMEDIES UNDER THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)R&W INSURANCE POLICY.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING BUYER ACKNOWLEDGES THAT PRIOR TO EXECUTION OF THIS AGREEMENT, NONE IT HAS BEEN GIVEN THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF THE COMPANY AND THE PREMISES. ACCORDINGLY, BUYER AGREES THAT THE MEMBERSHIP INTEREST SHALL BE ACQUIRED AND THAT BUYER SHALL ACCEPT THAT THE COMPANY OWNS THE MEMBERSHIP INTEREST AT CLOSING STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE EXCEPT FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND THAT, EXCEPT FOR SELLER’S LIMITED REPRESENTATIONS SET FORTH HEREIN, THE COMPANY OR ANY TRANSFER OF THE MEMBERSHIP INTEREST AND OTHER PERSON MAKES ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETSFITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER DOES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, RENOUNCE ANY SUCH REPRESENTATION OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).

Disclaimer of Other Representations and Warranties. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH MADE BY SELLER IN THIS AGREEMENTARTICLE III, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE NEITHER SELLER, THE COMPANY COMPANY, ANY SUBSIDIARY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO SELLER, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYERCOMPANY, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES SUBSIDIARIES OR ANY OTHER PERSON FOR OR THEIR BENEFIT. EXCEPT AS EXPRESSLY RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING, AND PURCHASER HEREBY ACKNOWLEDGES AND CONFIRMS THAT, OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENTARTICLE III, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND IT HAS NOT RELIED ON ANY OTHER REPRESENTATIONS INFORMATION IN DETERMINING TO EXECUTE THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS OR WARRANTIES ARE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY EXPRESSLY DISCLAIMEDOR THEREBY, INCLUDING ANY OF THE FORECASTS OR PROJECTIONS MADE AVAILABLE DURING DUE DILIGENCE OR OTHERWISE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE BY SELLER IN THIS AGREEMENTARTICLE III, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY ALL OTHER REPRESENTATIONS AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESWARRANTIES, WHETHER IN ANY “DATA ROOMS”EXPRESS OR IMPLIED, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED ARE EXPRESSLY DISCLAIMED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)SELLER.

Disclaimer of Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER IN THIS SECTION 4.1 AND THE OTHER TRANSACTION DOCUMENTS ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER CONCERNING THE SELLER, THE BUSINESS AND THE ASSETS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENTSECTION 4.1, (A) THE SCHEDULES SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENTKIND OR NATURE, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW WRITTEN OR IN EQUITYORAL, AS TO THE ACCURACY CONDITION, VALUE OR COMPLETENESS QUALITY OF THE BUSINESS OR ASSETS, AND (B) THE SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS, ANY PART THEREOF, THE WORKMANSHIP THEREOF, AND THE ABSENCE OF ANY OF DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT EXCEPT FOR THE INFORMATION PROVIDED OR MADE AVAILABLE TO REPRESENTATIONS SET FORTH IN THIS SECTION 4.1, SUCH SUBJECT ASSETS ARE “AS IS, WHERE IS” ON THE BUYERDATE HEREOF, AND IN THEIR PRESENT CONDITION, AND PURCHASER SHALL RELY ON ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFITOWN EXAMINATION AND INVESTIGATION THEREOF. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTSECTION 4.1 OR THE OTHER TRANSACTION DOCUMENTS, THE SCHEDULES SELLER IS NOT, DIRECTLY OR INDIRECTLY, MAKING ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING REPRESENTATIONS OR WARRANTIES REGARDING FINANCIAL PROJECTIONS OR OTHER FORWARD LOOKING STATEMENTS OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY BUSINESS OR ITS BUSINESSES OR THE ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH PURCHASER HAS BEEN ALLOWED TO EXAMINE ALL SELLERS ‘ ASPECTS AND REVIEW ALL FILES CONCERNING THE CLOSING LOCATIONS MAINTAINED BY THE SELLERS AND ITS ENVIRONMENTAL CONSULTANTS AND ALL STATE AGENCIES HAVING JURISDICTION OVER THE LOCATIONS BEFORE THE PURCHASER’S EXECUTION AND DELIVERY OF THIS AGREEMENT, NONE OF THE SELLER. ACCORDINGLY, THE COMPANY PURCHASER AGREES THAT THE SHARES SHALL BE SOLD AND THAT THE PURCHASER SHALL ACCEPT THAT THE SELLERS OWNS THE ASSETS AT CLOSING (EXCEPT ANY PROPERTY SOLD UNDER THE PURCHASE AND SALE AGREEMENT) STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR ANY REDUCTION IN THE SHARE PURCHASE PRICE EXCEPT FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND THAT, EXCEPT FOR SXXXXXX’ LIMITED REPRESENTATIONS OUTLINED IN ARTICLE V HEREOF, THE SALE OF SHARES AND OTHER PERSON MAKES ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINIONWARRANTY OF INCOME POTENTIAL, INFORMATIONOPERATING EXPENSES, PROJECTION USES, MERCHANTABILITY OR ADVICE THAT MAY HERETOFORE HAVE BEEN FITNESS FOR A PARTICULAR PURPOSE. SXXXXXX DO AT THIS MOMENT DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)WARRANTY.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE 4, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY SELLERS MAKE NO OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO REGARDING THE ACCURACY OR COMPLETENESS OF ANY SELLERS, THE GROUP COMPANIES, THE BUSINESS OF THE GROUP COMPANIES, THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY INFORMATION PROVIDED FURNISHED OR MADE AVAILABLE TO THE BUYER, BUYER OR ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS IN RESPECT OF A CLAIM FOR FRAUD BY SUCH SELLER OR FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE 4, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE EACH SELLER HEREBY DISCLAIM DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT STATEMENT, OR INFORMATION MADE, COMMUNICATED COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION DOCUMENTS OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE MATERIALS DELIVERED TO THE BUYER OR ITS AFFILIATES MADE AVAILABLE IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, OTHER FORM IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF EXPECTATION OF THE BUYER TRANSACTIONS CONTEMPLATED HEREBY) OR AS TO THE FUTURE REVENUE, PROFITABILITY OR SUCCESS OF THE BUSINESS OF THE GROUP COMPANIES, OR ANY REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)IN LAW.

Disclaimer of Other Representations and Warranties. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH MADE BY SELLER IN THIS AGREEMENT, ARTICLE III OR IN THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENTBY SELLER PURSUANT TO SECTION 6.2(D), NONE OF THE NEITHER SELLER, THE COMPANY COMPANY, ANY SUBSIDIARY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO SELLER, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYERCOMPANY, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES SUBSIDIARIES OR ANY OTHER PERSON FOR OR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTRESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE SCHEDULES DELIVERY OR DISCLOSURE TO PURCHASER OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER ITS AFFILIATES OR REPRESENTATIVES OF ANY KINDDOCUMENTATION, EXPRESS FORECASTS, PROJECTIONS OR IMPLIED, AT LAW OR IN EQUITY, OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETSFOREGOING, AND PURCHASER HEREBY ACKNOWLEDGES AND CONFIRMS THAT, OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS ARTICLE III OR IN THE CERTIFICATE DELIVERED BY SELLER PURSUANT TO SECTION 6.2(D), IT HAS NOT RELIED ON ANY OTHER REPRESENTATIONS INFORMATION IN DETERMINING TO EXECUTE THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS OR WARRANTIES ARE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY EXPRESSLY DISCLAIMEDOR THEREBY, INCLUDING ANY OF THE FORECASTS OR PROJECTIONS MADE AVAILABLE DURING DUE DILIGENCE OR OTHERWISE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED EXPRESSLY MADE BY SELLER IN THIS AGREEMENT, ARTICLE III OR IN THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENTBY SELLER PURSUANT TO SECTION 6.2(D), THE COMPANY ALL OTHER REPRESENTATIONS AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESWARRANTIES, WHETHER IN ANY “DATA ROOMS”EXPRESS OR IMPLIED, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED ARE EXPRESSLY DISCLAIMED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)SELLER.

Disclaimer of Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES MADE BY THE TARGET COMPANIES IN THIS AGREEMENT AND THE ANCILLARY DOCUMENTS (OR ANY CERTIFICATE OR INSTRUMENT DELIVERED BY THE SELLER AND TARGET COMPANIES HEREUNDER OR THEREUNDER) ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER AND TARGET COMPANIES WITH RESPECT TO THE SELLER AND THE TARGET COMPANIES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE IV, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE EACH OF THE SELLER, THE COMPANY TARGET COMPANIES, THEIR AFFILIATES, AND THEIR DIRECTORS, MANAGERS, PARTNERS, OFFICERS, DIRECT OR INDIRECT EQUITYHOLDERS AND EACH OF THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIMS ANY OTHER PERSON MAKES REPRESENTATIONS OR WARRANTIES OF ANY REPRESENTATION KIND OR WARRANTYNATURE, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO THE ACCURACY SELLER, THE TARGET COMPANIES, THE BUSINESS, OR COMPLETENESS EACH OF THE SELLER’S AND THE TARGET COMPANY’S ASSETS, AND BUYER SHALL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES OF THE SELLER AND TARGET COMPANIES SET FORTH IN THIS ARTICLE IV SUPERSEDE, REPLACE AND NULLIFY ANY OTHER STATEMENT (WHETHER WRITTEN OR ORAL) MADE BY THE SELLER OR ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYERTARGET COMPANIES, ITS THEIR AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PARTY PRIOR TO THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, DATE HEREOF WITH RESPECT TO THE SELLER, SELLER AND THE COMPANY OR ITS BUSINESSES OR ASSETS, TARGET COMPANIES AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR TO THE REPRESENTATIONS AND WARRANTIES DISCLAIMERS CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).Section 4.27. ​

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE III, NEITHER THE SCHEDULES OR SELLER NOR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON SELLER SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF ITS ASSETS (INCLUDING, WITHOUT LIMITATION, THE PURCHASED ASSETS), LIABILITIES OR OPERATIONS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE SELLER, THE COMPANY MERCHANTABILITY OR ITS BUSINESSES OR ASSETSFITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR TO THE REPRESENTATIONS AND WARRANTIES CONTAINED EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENTARTICLE III, THE SCHEDULES BUYER AND EACH BUYER SUBSIDIARY IS PURCHASING THE PURCHASED ASSETS ON AN "AS-IS, WHERE-IS" BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE SELLER NOR THE SELLER SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY REGARDING ANY CERTIFICATE DELIVERED IN CONNECTION WITH ASSETS OTHER THAN THE CLOSING OF THIS AGREEMENT, THE COMPANY ACQUIRED NETWORK FACILITIES AND THE INTEREST AND SELLER AND SELLER SUBSIDIARIES EXPRESSLY HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, ANY REPRESENTATIONS OR ANY USE WARRANTIES REGARDING THE CALL ASSETS PRIOR TO SUCH ASSETS BEING ACQUIRED BY THE BUYER OR ITS AFFILIATES BUYER SUBSIDIARIES HEREUNDER OR REPRESENTATIVES OFREGARDING ANY LIABILITIES OTHER THAN THE ASSUMED LIABILITIES, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY AND NONE SHALL BE IMPLIED AT LAW OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)EQUITY.

Disclaimer of Other Representations and Warranties. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTSECTION 4, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY OR ANY OTHER PERSON MAKES (A) SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE SELLERTHIS AGREEMENT, THE COMPANY TRANSACTIONS CONTEMPLATED HEREUNDER, THE PURCHASED ASSETS (INCLUDING ANY CONSENTS OR ITS BUSINESSES APPROVALS REQUIRED IN CONNECTION THEREWITH) OR ASSETSTHE BUSINESS OR ANY INFORMATION PROVIDED OR MADE AVAILABLE TO BUYER IN CONNECTION HEREWITH, INCLUDING ANY WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR ; AND (B) ALL OF THE PURCHASED ASSETS AND LIABILITIES TO BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR ASSUMED, AS APPLICABLE, IN ACCORDANCE WITH THIS AGREEMENT, SHALL BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR ASSUMED ON AN “AS IS, WHERE IS” BASIS AND BUYER SHALL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AS WELL AS THE REPRESENTATIONS AND WARRANTIES CONTAINED OF SELLER SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)SECTION 4.

Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTBuyer hereby acknowledges that, except for the representations and warranties contained in Article III (as modified by the Disclosure Schedule) or expressly contained in any Related Agreement, neither Sellers nor any other Person shall be deemed to have made, and none of Buyer or its Representatives is relying on, any representation or warranty, express or implied, including as to the accuracy or completeness of any information regarding any Sellers, any Acquired Assets, any Assumed Liabilities or any other matter. Notwithstanding anything herein to the contrary, but without limitation of any representation or warranty expressly contained in this Article IV or any Related Agreement, BUYER HEREBY ACKNOWLEDGES THAT NO SELLER MAKES ANY OTHER (AND HEREBY DISCLAIMS EACH OTHER) REPRESENTATION, WARRANTY, OR GUARANTY WITH RESPECT TO THE SCHEDULES VALUE, CONDITION, OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, NONE USE OF THE SELLERACQUIRED ASSETS, THE COMPANY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER WHETHER EXPRESS OR IMPLIED, AT LAW INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR IN EQUITYFITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES THAT, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH SHOULD THE CLOSING OF THIS AGREEMENTOCCUR, THERE ARE NO REPRESENTATIONS BY BUYER WILL ACQUIRE THE SELLER ACQUIRED ASSETS AND ASSUME THE ASSUMED LIABILITIES ON AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IMPLIED (INCLUDING ANY WITH RESPECT TO THE SELLERENVIRONMENTAL, THE COMPANY OR ITS BUSINESSES OR ASSETS, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORHEALTH, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OFSAFETY MATTERS). Buyer hereby acknowledges that other than with respect to the express representations or warranties set forth in this Agreement, ANY REPRESENTATIONSellers disclaim all Liability and responsibility for any representation, WARRANTYwarranty, PROJECTIONprojection, FORECASTforecast, STATEMENT OR INFORMATION MADEstatement, COMMUNICATED OR FURNISHED or information made, communicated, or furnished (ORALLY OR IN WRITINGorally or in writing) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES to Buyer or its Affiliates or Representatives (INCLUDING ANY OPINIONincluding any opinion, INFORMATIONinformation, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESprojection, WHETHER IN ANY “DATA ROOMS”or advice that may have been or may be provided to Buyer by any director, “MANAGEMENT PRESENTATIONS”officer, “BREAKOUT SESSIONS” OR OTHERWISEemployee, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTORagent, OFFICERconsultant, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATESor representative of Sellers or any of their Affiliates).. ARTICLE V

Disclaimer of Other Representations and Warranties. (a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, ARTICLE III NONE OF THE SELLER, PECOS ENTITIES NOR THE COMPANY OR ANY OTHER PERSON MAKES SELLERS MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE PECOS ENTITIES OR THEIR BUSINESS OR ANY OF THEIR ASSETS, LIABILITIES, OPERATIONS OR PROSPECTS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE (II) ENVIRONMENTAL MATTERS RELATING TO ANY PROPERTY OWNED OR LEASED BY THE SELLERPECOS ENTITIES, INCLUDING SUBSURFACE CONDITIONS AND (III) ACCURACY AND COMPLETENESS OF ANY INFORMATION PROVIDED TO BUYER AND ITS REPRESENTATIVES (INCLUDING, FOR THIS PURPOSE, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER IN ANY DATA ROOM, MANAGEMENT PRESENTATION OR THE COMPANY OR ITS BUSINESSES OR ASSETS, LIKE) AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER CONFIRMS THAT IT IS NOT RELYING ON, AND HAS NOT RELIED ON, ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENTARTICLE III, BUYER IS ACQUIRING THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY EQUITY AND THE SELLER HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORPECOS ENTITIES ON AN “AS-IS, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONSWHERE-IS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES)BASIS.

Disclaimer of Other Representations and Warranties. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN OR WILL BE GIVEN THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF THE SITES AND OTHER ASSETS AND TO REVIEW ALL FILES CONCERNING THE SITES MAINTAINED BY SELLER AND ITS ENVIRONMENTAL CONSULTANTS AND ALL STATE AGENCIES HAVING JURISDICTION OVER THE SITES. ACCORDINGLY, PURCHASER AGREES, AND THE PURCHASE PRICE REFLECTS AND TAKES INTO CONSIDERATION, THAT THE ASSETS SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT POSSESSION OF THE ASSETS AT CLOSING STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, EXCEPT AS EXPRESSLY SET FORTH FOR SELLER'S REPRESENTATION AND WARRANTIES IN THIS AGREEMENT, THE SCHEDULES AGREEMENT OR IN ANY CERTIFICATE DOCUMENT DELIVERED OR TO BE DELIVERED BY SELLER IN CONNECTION WITH THIS AGREEMENT OR AT CLOSING, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE CLOSING OF TOTAL CONSIDERATION EXCEPT FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENTAGREEMENT AND THAT, NONE OF THE EXCEPT FOR SELLER, THE COMPANY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW ’S REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT OR IN EQUITY, ANY DOCUMENT DELIVERED OR TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE BE DELIVERED BY SELLER IN CONNECTION WITH THIS AGREEMENT OR AT CLOSING, THE CLOSING SALE OF ASSETS AND OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLER AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITY, WITH RESPECT TO THE SELLER, THE COMPANY OR ITS BUSINESSES OR ASSETSFITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THE COMPANY AND THE SELLER DOES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, RENOUNCE ANY SUCH REPRESENTATION OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, WHETHER IN ANY “DATA ROOMS”, “MANAGEMENT PRESENTATIONS”, “BREAKOUT SESSIONS” OR OTHERWISE, IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF THE BUYER OR OTHERWISE BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF THE COMPANY OR SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES).