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

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

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 (aEXCEPT ANY PROPERTY SOLD UNDER THE PURCHASE AND SALE AGREEMENT) BUYER ACKNOWLEDGES 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 AGREES THAT, EXCEPT FOR THE SELLERS’ LIMITED REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED ARTICLE V HEREOF, THE SALE OF SHARES AND OTHER TRANSACTIONS CONTEMPLATED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTYWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITYFITNESS FOR A PARTICULAR PURPOSE, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE AND SELLERS AND THEIR RESPECTIVE REPRESENTATIVES DO HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR RENOUNCE 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY SUCH 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 THIS AGREEMENT, THE SCHEDULES OR ANY CERTIFICATE DELIVERED BY IN CONNECTION WITH THE SELLERS AT THE CLOSINGCLOSING OF THIS AGREEMENT, (I) NONE OF THE SELLERSSELLER, ANY AFFILIATE OF THE SELLERS, 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 RESPECTIVE REPRESENTATIVES, REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE AFFILIATES SCHEDULES OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THE CLOSING OF THIS AGREEMENT, THERE ARE NO REPRESENTATIONS BY THE SELLERS 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 THEIR RESPECTIVE REPRESENTATIVES 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, STATEMENT OR INFORMATION MADE, COMMUNICATED, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESREPRESENTATIVES (INCLUDING ANY OPINION, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION INFORMATION, PROJECTION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 ADVICE THAT MAY HERETOFORE HAVE BEEN OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 MAY HEREAFTER BE MADE AVAILABLE TO THE SELLERSBUYER OR ITS AFFILIATES OR REPRESENTATIVES, ITS AFFILIATESWHETHER 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 REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAFFILIATES).

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE THOSE REPRESENTATIONS AND WARRANTIES OF THE SELLERS EXPRESSLY SET FORTH IN SECTION 5 4 OF THIS AGREEMENT, THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGKIND OR NATURE, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO THE ACCURACY INTERESTS OR COMPLETENESS OF ANY THE PROPERTIES OR ASSETS OF THE INFORMATION PROVIDED COMPANY OR MADE AVAILABLE THE FACILITY, THE OPERATIONS OF THE FACILITY, OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE FACILITY, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, ACTUAL OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES RATED GENERATING CAPABILITY OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, FACILITY OR ANY USE BY THE BUYER ABILITY OF THE BUYERS TO GENERATE 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYSELL ELECTRICAL ENERGY. (b) SELLERS ACKNOWLEDGE WITHOUT LIMITING THE FOREGOING, AND AGREE THAT, EXCEPT FOR THE THOSE REPRESENTATIONS AND WARRANTIES OF THE BUYER EXPRESSLY SET FORTH IN SECTION 6 4 OF THIS AGREEMENT, THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, USAGE OR SUITABILITY OR FITNESS FOR ANY CERTIFICATE DELIVERED BY PARTICULAR PURPOSE WITH RESPECT TO THE BUYER AT THE CLOSING, (I) NONE PROPERTIES OR ASSETS OF THE BUYER, ANY AFFILIATE OF COMPANY OR THE BUYERFACILITY, OR ANY OTHER PERSON MAKES ANY REPRESENTATION PART THEREOF, OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO THE ACCURACY WORKMANSHIP THEREOF, OR COMPLETENESS THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE OF SUCH PROPERTIES OR ASSETS WITH ANY LAWS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS, OR AS TO THE CONDITION OF THE INFORMATION PROVIDED PROPERTIES OR MADE AVAILABLE TO ASSETS OF THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVESCOMPANY OR THE FACILITY, OR ANY PART THEREOF, OR AS TO THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY UNDER ENVIRONMENTAL LAWS WITH RESPECT TO THE COMPANY OR THE FACILITY. ANY SUCH OTHER PERSON REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (c) EXCEPT FOR THEIR BENEFIT; (II) THE BUYERTHOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 4 OF THIS AGREEMENT, THE AFFILIATES PROPERTIES AND ASSETS OF THE BUYER COMPANY, THE FACILITY AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORTHE INTERESTS ARE SOLD “AS IS, OR ANY USE BY WHERE IS” ON THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESCLOSING DATE, AND (III) NO SELLER HAS RELIED IN THEIR CONDITION ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION THE CLOSING DATE “WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYALL FAULTS.”

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY 3.1 AND THIS ARTICLE IV, PARENT AND THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY MAKE NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO IN RESPECT OF PARENT, THE ACCURACY SELLERS, THE TARGET COMPANIES OR COMPLETENESS OF ANY OF TARGET SUBSIDIARIES, THE INFORMATION PROVIDED BUSINESS OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVESASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY OTHER PERSON FOR THEIR BENEFIT; PARTICULAR PURPOSE AND (II) THE SELLERS, THE AFFILIATES ACCURACY AND COMPLETENESS OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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) PROVIDED TO THE BUYER OR AND ITS AFFILIATES OR REPRESENTATIVES, AND (III) ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HAS NOT RELIED HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN ARTICLE III AND THIS ARTICLE IV, BUYER IS PURCHASING THE TARGET INTERESTS ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAN “AS-IS, WHERE-IS” BASIS. (b) BUYER HAS RECEIVED FROM THE SELLERS ACKNOWLEDGE CERTAIN PROJECTIONS, INCLUDING PROJECTED BALANCE SHEETS AND AGREE THAT, EXCEPT STATEMENTS OF OPERATING REVENUES AND INCOME FROM OPERATIONS OF THE TARGET COMPANIES AND TARGET SUBSIDIARIES FOR THE REPRESENTATIONS YEARS ENDING IN 2006 THROUGH 2011 AND WARRANTIES OF THE CERTAIN BUSINESS PLAN INFORMATION FOR SUCH YEARS. BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, ACKNOWLEDGES THAT (I) NONE OF THE BUYERTHERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH ESTIMATES, ANY AFFILIATE OF THE BUYERPROJECTIONS AND OTHER FORECASTS AND PLANS, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYERBUYER IS FAMILIAR WITH SUCH UNCERTAINTIES, THE AFFILIATES (III) BUYER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE BUYER ADEQUACY AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ACCURACY OF ALL LIABILITY ESTIMATES, PROJECTIONS AND RESPONSIBILITY FOROTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OFUNDERLYING ESTIMATES, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR PROJECTIONS AND FORECASTS FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESIT), AND (IIIIV) BUYER SHALL HAVE NO CLAIM AGAINST ANY SELLER HAS RELIED ON WITH RESPECT THERETO AND SHALL HAVE NO ENTITLEMENT TO ANY OTHER ESTIMATES, PROJECTIONS OR FORECASTS OF ANY SELLER AFTER THE DATE HEREOF. ACCORDINGLY, THE SELLERS MAKE NO REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT RESPECT TO ANY SUCH ESTIMATES, PROJECTIONS OR OTHER FORECASTS AND CONSUMMATING PLANS (INCLUDING, WITHOUT LIMITATION, THE TRANSACTIONS CONTEMPLATED HEREBYREASONABLENESS OF THE ASSUMPTIONS, UNDERLYING SUCH ESTIMATES, PROJECTIONS AND FORECASTS).

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 THIS ARTICLE 3, THE 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 BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, 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 BUYER, ITS AFFILIATES, FITNESS FOR ANY OF THEIR RESPECTIVE REPRESENTATIVESPARTICULAR PURPOSE, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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) MATTER WITH RESPECT TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. , AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, THE INVENTORY, THE REGULATORY FILES, AND THE PRODUCT TRADE DRESS (bTO THE EXTENT PROVIDED TO BUYER) SELLERS ACKNOWLEDGE AND AGREE THATARE BEING TRANSFERRED AS IS, EXCEPT FOR WHERE IS, WITH ALL FAULTS. WITHOUT LIMITING THE REPRESENTATIONS AND WARRANTIES FOREGOING, NEITHER SELLER NOR ANY OF THE ITS OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, AFFILIATES OR REPRESENTATIVES HAVE MADE OR MAKE ANY REPRESENTATION OR WARRANTY TO BUYER SET FORTH IN SECTION 6 OR WITH RESPECT TO ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYERFINANCIAL STATEMENTS, OR ANY OTHER PERSON MAKES ANY REPRESENTATION HISTORICAL 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVESFUTURE SALES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, FINANCIAL PROJECTIONS OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) FORECASTS RELATING TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYPRODUCT.

Disclaimer of Other Representations and Warranties. (a) BUYER 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 OTHERWISE SET FORTH IN THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS, PURCHASER AGREES THAT THE 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 REDUCTION IN THE SHARE PURCHASE PRICE EXCEPT FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS AND THAT, EXCEPT FOR THE SELLER’S LIMITED REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY ARTICLE V HEREOF, THE SELLERS AT THE CLOSING, (I) NONE SALE OF THE SELLERS, ANY AFFILIATE OF PROPERTIES AND OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE SELLERS, OR ANY OTHER PERSON MAKES ANY DESIGNATED SELLER DOCUMENTS SHALL BE WITHOUT REPRESENTATION OR WARRANTYWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITYFITNESS FOR A PARTICULAR PURPOSE, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES SELLER DOES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR RENOUNCE 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY SUCH 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER 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 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 PURCHASE AND SALE AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS AND THAT, EXCEPT FOR THE SELLERS’ REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS, THE SALE OF SHARES AND OTHER TRANSACTIONS CONTEMPLATED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTYWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITYFITNESS FOR A PARTICULAR PURPOSE, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE AND SELLERS AND THEIR RESPECTIVE REPRESENTATIVES DO HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR RENOUNCE 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY SUCH 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES OF CONTAINED IN THIS ARTICLE V (AS MODIFIED BY THE SELLERS SET FORTH SELLER DISCLOSURE SCHEDULES) AND IN SECTION 5 THE CLOSING DOCUMENTS, NEITHER SELLER NOR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY SELLER OR ANY CERTIFICATE DELIVERED OF ITS AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE SELLER PARTIES, THE BUSINESS OR THE TRANSACTIONS, AND SELLER DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERSSELLER, ANY AFFILIATE OF THE SELLERS, SELLER 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 RESPECTIVE REPRESENTATIVESOFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY BUYER OR ANY OTHER PERSON OF ITS AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY SELLER OR ANY OF ITS AFFILIATES. EXCEPT FOR THEIR BENEFIT; THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE V (IIAS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES) AND IN THE SELLERSCLOSING DOCUMENTS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, AND REPRESENTATIVES (III) BUYER HAS NOT RELIED ON INCLUDING ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTYOPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADETHAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER BY ANY DIRECTOR, COMMUNICATEDOFFICER, EMPLOYEE, AGENT, BROKER, BANKER, CONSULTANT OR REPRESENTATIVE OF SELLER OR ANY OF 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 FURNISHED (ORALLY SIMILAR MATERIALS CONTAINING INFORMATION REGARDING THE SELLER PARTIES OR THE BUSINESS OR IN WRITINGANY 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 THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY CONTAINED IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING ARTICLE V (AS MODIFIED BY THE TRANSACTIONS CONTEMPLATED HEREBYSELLER DISCLOSURE SCHEDULES) OR IN THE CLOSING DOCUMENTS.

Disclaimer of Other Representations and Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION 4, SECTION 10.3 AND SUBJECT TO SECTION 8.2.1: (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES NONE OF THE SELLERS SET FORTH IN SECTION 5 GSK OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, ITS REPRESENTATIVES MAKES OR HAS MADE ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY IN RESPECT OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO ASSETS, ASSUMED LIABILITIES, THE BUYER, ITS AFFILIATESCOMPOUND, ANY PRODUCT OR THE TRANSFERRED INTELLECTUAL PROPERTY, WHETHER ORALLY OR IN WRITING, IN CERTAIN ELECTRONIC AND PHYSICAL “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THEIR RESPECTIVE REPRESENTATIVES, ROIVANT OR IN ANY OTHER PERSON FORM OR MANNER IN EXPECTATION OF THE TRANSACTIONS PROVIDED FOR THEIR BENEFIT; IN THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO (I) MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE SELLERS, THE AFFILIATES DEVELOPMENT AND COMMERCIALIZATION OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORCOMPOUND OR PRODUCT BY ROIVANT AFTER THE CLOSING IN ANY MANNER, OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPOUND OR PRODUCT AFTER THE CLOSING; (b) NONE OF GSK OR ANY USE BY THE BUYER OR OF ITS AFFILIATES OR REPRESENTATIVES OFWILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO ROIVANT OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO ROIVANT, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, OR ROIVANT’S USE OF, ANY INFORMATION RELATING TO THE ASSETS (INCLUDING THE COMPOUND, ANY PRODUCT OR ANY OF THE TRANSFERRED INTELLECTUAL PROPERTY), INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO ROIVANT, WHETHER ORALLY OR IN WRITING, IN CERTAIN ELECTRONIC AND (III) BUYER HAS NOT RELIED PHYSICAL “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF ROIVANT OR IN ANY OTHER REPRESENTATION OR WARRANTY FORM IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.PROVIDED FOR IN THIS AGREEMENT; AND (bc) SELLERS ACKNOWLEDGE GSK’S INTERESTS IN THE ASSETS ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND AGREE THAT, EXCEPT FOR THE GSK EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND OR WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 ANY KIND OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGNATURE, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION AS TO THE ACCURACY CONDITION, VALUE OR COMPLETENESS OF ANY QUALITY OF THE INFORMATION PROVIDED ASSETS AND THE PROSPECTS (FINANCIAL OR MADE AVAILABLE TO THE SELLERSOTHERWISE), ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY RISKS AND OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES INCIDENTS OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYASSETS.

Disclaimer of Other Representations and Warranties. EACH PURCHASER (aINDIVIDUALLY AND ON BEHALF OF ITS EQUITYHOLDERS) BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER EXCEPT AS EXPRESSLY SET FORTH IN THE SIGNING DATE AGREEMENTS OR IN ANY CERTIFICATE DELIVERED BY THE COMPANY TO EITHER PURCHASER IN ACCORDANCE WITH THE TERMS THEREOF, AND SPECIFICALLY (BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS EXPRESSLY SET FORTH IN SECTION 5 OR THE SIGNING DATE AGREEMENTS, NEITHER THE COMPANY NOR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO (X) ANY PROJECTIONS, EITHER EXPRESS ESTIMATES OR IMPLIED, AT LAW BUDGETS OF THE COMPANY OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED ITS SUBSIDIARIES DELIVERED OR MADE AVAILABLE TO THE BUYER, EITHER PURCHASER (OR ANY OF ITS AFFILIATES, ANY OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR REPRESENTATIVES) OF THEIR RESPECTIVE REPRESENTATIVESFUTURE (I) REVENUES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES RESULTS OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OPERATIONS (OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OFCOMPONENT THEREOF), ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON CASH FLOWS OR (IV) FINANCIAL CONDITION (OR ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (bCOMPONENT THEREOF) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 COMPANY AND/OR ANY CERTIFICATE DELIVERED BY OF ITS SUBSIDIARIES OR (Y) THE BUYER AT THE CLOSING, (I) NONE FUTURE BUSINESS AND OPERATIONS OF THE BUYER, ANY AFFILIATE OF THE BUYER, COMPANY AND/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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYSUBSIDIARIES.

Disclaimer of Other Representations and Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION 4 AND SUBJECT TO SECTION 8.2.1: (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES NONE OF THE SELLERS SET FORTH IN SECTION 5 ROIVANT OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, ITS REPRESENTATIVES MAKES OR HAS MADE ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN RESPECT OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY TRANSACTION AGREEMENTS, WHETHER ORALLY OR IN WRITING, IN CERTAIN ELECTRONIC AND PHYSICAL “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF GSK OR IN ANY OTHER FORM OR MANNER IN EXPECTATION OF THE ACCURACY TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT OR COMPLETENESS THE ANCILLARY TRANSACTION AGREEMENTS. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (b) NONE OF ROIVANT OR ANY OF THE INFORMATION PROVIDED ITS REPRESENTATIVES WILL HAVE OR MADE AVAILABLE BE SUBJECT TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, LIABILITY OR INDEMNIFICATION OBLIGATION TO GSK OR TO ANY OTHER PERSON FOR THEIR BENEFIT; (II) RESULTING FROM THE SELLERSDISTRIBUTION TO GSK, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, OR GSK’S USE OF, ANY REPRESENTATIONINFORMATION RELATING TO TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY TRANSACTION AGREEMENTS, WARRANTYINCLUDING ANY INFORMATION, PROJECTIONDOCUMENTS OR MATERIAL MADE AVAILABLE TO GSK, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (WHETHER ORALLY OR IN WRITING) , IN CERTAIN ELECTRONIC AND PHYSICAL “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO THE BUYER QUESTIONS SUBMITTED ON BEHALF OF GSK OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON IN ANY OTHER REPRESENTATION OR WARRANTY FORM IN CONNECTION WITH ENTERING INTO EXPECTATION OF THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT AND CONSUMMATING OR THE TRANSACTIONS CONTEMPLATED HEREBYANCILLARY TRANSACTION AGREEMENTS. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THATNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR AS EXPRESSLY SET FORTH IN THIS ARTICLE 5 OR IN THE CORRESPONDING REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGPARENT OFFICER’S CERTIFICATE, (I) NONE OF THE SELLERSPARENT PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKES, ANY AFFILIATE AND EACH OF XXXXXXXX HOLDCO AND EACH MEMBER OF THE SELLERSCOMPANY GROUP WAIVES, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THIS (I) AGREEMENT, (II) THE CONTEMPLATED TRANSACTIONS, (III) THE TRANSACTION DOCUMENTS, (IV) THE ASSETS OF THE PARENT ENTITIES (INCLUDING THE PARENT REAL PROPERTY, TANGIBLE PERSONAL PROPERTY AND PARENT INTELLECTUAL PROPERTY RIGHTS), (V) THE LIABILITIES OF THE PARENT ENTITIES, (VI) THE NEW PARENT COMMON STOCK, (VII) THE CONDITION, PROSPECTS OR PERFORMANCE (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE BUSINESS, THE ASSETS OR THE LIABILITIES OF THE PARENT ENTITIES, (VIII) ANY PROJECTION, ESTIMATE OR BUDGET DELIVERED OR MADE AVAILABLE TO XXXXXXXX HOLDCO OR THE COMPANY GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) FUTURE PERFORMANCE OR FUTURE CAPACITY, OR (IX) ANY OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO XXXXXXXX HOLDCO, THE COMPANY GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE NEW PARENT COMMON STOCK, THE BUSINESS, THE ASSETS, THE LIABILITIES OR THE OPERATIONS OF THE PARENT ENTITIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, FINANCIAL OR OTHER PROJECTIONS, AS WELL AS ANY OTHER INFORMATION, DOCUMENTS OR OTHER MATERIALS (INCLUDING ANY SUCH MATERIALS CONTAINED IN ANY “DATA ROOM” OR REVIEWED BY ANY MEMBER OF THE COMPANY GROUP OR XXXXXXXX HOLDCO OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES) OR MANAGEMENT PRESENTATIONS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO ANY MEMBER OF THE COMPANY GROUP OR XXXXXXXX HOLDCO OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES ARE NOT AND WILL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF THE PARENT PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES AND NO REPRESENTATION OR WARRANTY IS MADE AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, FOREGOING EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER AS MAY BE EXPRESSLY SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE REPRESENTATIONS AND WARRANTIES CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS SET FORTH AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN SECTION 5 ANY TRANSACTION DOCUMENT, EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGREPRESENTATION, (I) NONE OF THE SELLERSEXPRESS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS STATUTORY OR IMPLIED, AT LAW OR IN EQUITY, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION PROVIDED OR THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO THE BUYER, BUYER OR ITS AFFILIATES, ANY OF OR ITS OR THEIR RESPECTIVE REPRESENTATIVESEMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY OTHER PERSON DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THEIR BENEFIT; (II) THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE SELLERS, THE AFFILIATES CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORAT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN ANY TRANSACTION DOCUMENT, 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS EXPRESS, STATUTORY OR IMPLIED, AT LAW OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR IN EQUITYDEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO THE ACCURACY MODELS OR COMPLETENESS SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE INFORMATION PROVIDED SELLERS AT CLOSING PURSUANT TO SECTION 2.08(C) OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATESCONTAINED IN ANY TRANSACTION DOCUMENT, ANY OF THEIR RESPECTIVE REPRESENTATIVESAND ALL SUCH DATA, OR ANY INFORMATION AND OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYERMATERIALS FURNISHED BY TARGET, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES AGENTS, REPRESENTATIVES OR REPRESENTATIVES OF, CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, RELIANCE ON OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO USE OF THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, SAME HAS BEEN AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVER.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THIS ARTICLE IV, NEITHER THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERSSELLER, ANY AFFILIATE OF THE SELLERSITS DIRECT OR INDIRECT MEMBERS OR OTHER HOLDERS OF CAPITAL STOCK, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES MAKES ANY OTHER PERSON MAKES ANY REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, EITHER EXPRESS OR IMPLIED, AT LAW INCLUDING THOSE SET FORTH IN ARTICLE V OF THIS AGREEMENT, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED BY THE SELLER, ITS DIRECT OR INDIRECT MEMBERS OR OTHER HOLDERS OF CAPITAL STOCK, AND BY THEIR RESPECTIVE REPRESENTATIVES AND AFFILIATES, IN EQUITYEACH CASE, WITH RESPECT TO THIS AGREEMENT AND THE ACCURACY OR COMPLETENESS OF ANY TRANSACTIONS CONTEMPLATED HEREBY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: NO REPRESENTATION OR WARRANTY IS MADE BY THE SELLER, ITS DIRECT OR INDIRECT MEMBERS 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 ANY ESTIMATES, PROJECTIONS, FORECASTS, BUSINESS PLANS, STATISTICAL DATA, FINANCIAL INFORMATION, MEMORANDA, PRESENTATIONS OR ANY OTHER MATERIALS OR INFORMATION (FINANCIAL, LEGAL OR OTHERWISE) DELIVERED, DISCLOSED, DISCUSSED, PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVESPURCHASER, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF(WHETHER ORALLY, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY ELECTRONICALLY OR IN WRITING) ), INCLUDING BY MEANS OF ANY MANAGEMENT PRESENTATION, ELECTRONIC DATA ROOM, MEETING, CONFERENCE OR OTHERWISE; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE DEEMED TO BE A DISCLAIMER BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON COMPANY OF ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR OF THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY IT IN ARTICLE V OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) THIS ARTICLE III NONE OF THE SELLERS, ANY AFFILIATE OF PECOS ENTITIES NOR THE SELLERS, 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 IN RESPECT OF THE INFORMATION PROVIDED PECOS ENTITIES OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, THEIR BUSINESS OR ANY OF THEIR RESPECTIVE REPRESENTATIVESASSETS, LIABILITIES, OPERATIONS OR PROSPECTS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY OTHER PERSON FOR THEIR BENEFIT; PARTICULAR PURPOSE (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, ENVIRONMENTAL MATTERS RELATING TO ANY PROPERTY OWNED OR ANY USE LEASED BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OFPECOS ENTITIES, 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 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 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 ON, ANY OTHER REPRESENTATION REPRESENTATIONS OR WARRANTY IN CONNECTION WITH ENTERING INTO WARRANTIES WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THATAGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF IN ARTICLE III. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE BUYER EXTENT SPECIFICALLY SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THIS ARTICLE III, BUYER IS ACQUIRING THE EQUITY AND THE PECOS ENTITIES ON AN “AS-IS, WHERE-IS” BASIS. (b) BUYER AT HAS RECEIVED FROM THE CLOSINGSELLERS AND THE PECOS ENTITIES CERTAIN PROJECTIONS, INCLUDING PROJECTED PRO FORMA PROFIT AND LOSS STATEMENTS. BUYER ACKNOWLEDGES THAT (I) NONE OF THE BUYERTHERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH ESTIMATES, ANY AFFILIATE OF THE BUYERPROJECTIONS AND OTHER FORECASTS AND PLANS, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) BUYER IS FAMILIAR WITH SUCH UNCERTAINTIES, (III) BUYER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE BUYERADEQUACY AND ACCURACY OF ALL ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS, UNDERLYING ESTIMATES, PROJECTIONS AND FORECASTS FURNISHED TO IT), (IV) NO REPRESENTATIONS OR WARRANTIES ARE MADE WITH RESPECT TO ANY SUCH ESTIMATES, PROJECTIONS OR OTHER FORECASTS AND PLANS (INCLUDING, WITHOUT LIMITATION, THE AFFILIATES REASONABLENESS OF THE BUYER ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESFORECASTS), AND (IIIV) BUYER SHALL HAVE NO CLAIM AGAINST THE PECOS ENTITIES OR ANY SELLER HAS RELIED ON (BY WAY OF ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION CAUSE OF ACTION WHATSOEVER, INCLUDING FRAUD) WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYRESPECT THERETO.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THATExcept as expressly set forth in this Section 4 or in any Ancillary Agreement executed by the Company, neither the Company nor any other Person makes any representation or warranty, express or implied, at law or in equity, in respect of the Company, its Subsidiaries or any of their assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF MADE BY THE RESPECTIVE SELLERS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED 3(a) AND THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS AT COMPANY EXPRESSLY SET FORTH IN THIS SECTION 4, AND THE CLOSING, (I) NONE OF REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS, THE OPTIONHOLDERS OR THE COMPANY IN ANY AFFILIATE ANCILLARY AGREEMENTS, NEITHER THE COMPANY, THE SELLERS NOR ANY OF THE SELLERSTHEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, STOCKHOLDERS, MEMBERS, AFFILIATES, REPRESENTATIVES OR ADVISORS, INCLUDING RAYMOND XXXXX, HXX XXDE, OR SHALL BE DEEMED TO HAVE MADE, TO BUYER OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTY (I) AS TO MERCHANTABILITY, EITHER EXPRESS SUITABILITY OR IMPLIEDFITNESS FOR A PARTICULAR PURPOSE, AT LAW OR IN EQUITYQUALITY, WITH RESPECT TO ANY TANGIBLE ASSETS OR AS TO THE ACCURACY CONDITION OR COMPLETENESS WORKMANSHIP THEREOF OR THE ABSENCE OF ANY OF THE INFORMATION PROVIDED DEFECTS THEREIN, WHETHER LATENT OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, PATENT (OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY REFERRED TO IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SECTION 2-312 OF THE BUYER SET FORTH IN SECTION 6 OR UNIFORM COMMERCIAL CODE OF ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGAPPLICABLE JURISDICTION), (III) NONE OF THE BUYERWITH RESPECT TO ANY PROJECTIONS, ANY AFFILIATE OF THE BUYERESTIMATES, FORECASTS, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, BUSINESS PLANS DELIVERED TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, BUYER OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORPERSON, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON WITH RESPECT TO ANY OTHER REPRESENTATION INFORMATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYDOCUMENTS MADE AVAILABLE AT ANY TIME TO BUYER OR ANY OTHER PERSON. [Reserved].

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THIS ARTICLE 5, THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, 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 IN RESPECT OF ANY OF ITS ASSETS (INCLUDING, WITHOUT LIMITATION, THE INFORMATION PROVIDED PURCHASED ASSETS), LIABILITIES OR MADE AVAILABLE OPERATIONS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERSEXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE 5, THE AFFILIATES PURCHASER IS PURCHASING THE PURCHASED ASSETS ON AN "AS-IS, WHERE-IS" BASIS. WITHOUT LIMITING THE GENERALITY OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORFOREGOING, THE SELLER DISCLAIMS ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE 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) MERCHANTABILITY AS TO THE BUYER PURCHASED ASSETS THAT ARE EQUIPMENT, GOODS OR ITS AFFILIATES OR REPRESENTATIVESOTHER ASSETS THAT ARE SUBJECT TO ARTICLE 2 OF THE PENNSYLVANIA UNIFORM COMMERCIAL CODE, AND (III) BUYER HAS NOT RELIED ON ANY THE PURCHASER EXPRESSLY ACKNOWLEDGES THAT SUCH EQUIPMENT AND GOODS OR OTHER ASSETS ARE PURCHASED AND SOLD "AS IS" AND "WHERE IS" AND WITHOUT WARRANTY EXCEPT AS EXPRESSLY CONTAINED IN THIS AGREEMENT. THE SELLER MAKES NO REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING REGARDING ANY ASSETS OTHER THAN THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 PURCHASED ASSETS OR ANY CERTIFICATE DELIVERED BY LIABILITIES OTHER THAN THE BUYER AT THE CLOSINGASSUMED LIABILITIES, (I) AND NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, SHALL BE IMPLIED AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION THIS ARTICLE 5 OR ANY CERTIFICATE DELIVERED BY ANCILLARY AGREEMENT, THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY BUYER MAKES NO OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO REGARDING THE ACCURACY BUYER, ITS AFFILIATES, THIS AGREEMENT, THE TRANSACTIONS, OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED FURNISHED OR MADE AVAILABLE TO THE BUYERSELLER, ITS THE SELLER PARENT, THEIR RESPECTIVE AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) . EXCEPT FOR THE SELLERSREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 5 OR ANY ANCILLARY AGREEMENT, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM BUYER DISCLAIMS 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYERSELLER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORSELLER PARENT, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS SELLER, THE SELLER PARENT, OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON REPRESENTATIVES OR ANY OTHER REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN CONNECTION WITH ENTERING INTO LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL RELIEVE ANY PERSON OF ANY LIABILITY FOR ACTUAL FRAUD. EACH REPRESENTATION AND CONSUMMATING 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 TRANSACTIONS CONTEMPLATED HEREBYFACT THAT ANOTHER REPRESENTATION AND WARRANTY CONCERNING THE SAME OR SIMILAR SUBJECT MATTER IS CORRECT OR IS NOT BREACHED, WHETHER SUCH OTHER REPRESENTATION AND WARRANTY IS MORE GENERAL OR MORE SPECIFIC, NARROWER OR BROADER OR OTHERWISE, WILL NOT AFFECT THE INCORRECTNESS OR BREACH OF 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 (aOR 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 ARTICLE V, EACH OF THE SELLER, ITS AFFILIATES, AND THEIR DIRECTORS, MANAGERS, PARTNERS, OFFICERS, DIRECT OR INDIRECT EQUITYHOLDERS AND EACH OF THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE SELLER, THE TARGET COMPANIES, THE BUSINESS, OR THE TARGET COMPANIES’ ASSETS, AND BUYER SHALL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THAT THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SELLER SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGARTICLE IV AND THIS Article V SUPERSEDE, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR REPLACE AND NULLIFY ANY OTHER PERSON MAKES ANY REPRESENTATION STATEMENT (WHETHER WRITTEN OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ORAL) MADE BY ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYERSELLER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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) PARTY WITH RESPECT TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, SELLER AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TARGET COMPANIES PRIOR TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE DATE HEREOF AND TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR DISCLAIMERS CONTAINED IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.SECTION 5.8. ​

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THATNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR AS EXPRESSLY SET FORTH IN THIS ARTICLE 4 (OR IN THE CORRESPONDING REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGXXXXXXXX HOLDCO OFFICER’S CERTIFICATE), (IA) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, COMPANY OR XXXXXXXX HOLDCO OR ANY OTHER PERSON MAKES OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKES, AND HEP WAIVES, ANY REPRESENTATION OR WARRANTYWARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (I) THIS AGREEMENT, (II) THE CONTEMPLATED TRANSACTIONS, (III) THE TRANSACTION DOCUMENTS, (IV) THE ASSETS OF THE COMPANY GROUP (INCLUDING THE XXXXXXXX REAL PROPERTY, THE FACILITIES (OR CAPACITY THEREOF), TANGIBLE PERSONAL PROPERTY AND BUSINESS INTELLECTUAL PROPERTY RIGHTS), (V) THE LIABILITIES OF THE COMPANY GROUP, (VI) THE SHARES AND THE COMPANY LLC INTERESTS, (VII) THE CONDITION, PROSPECTS OR PERFORMANCE (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE BUSINESS, THE ASSETS OR THE LIABILITIES OF THE COMPANY GROUP, (VIII) ANY PROJECTION, ESTIMATE OR BUDGET DELIVERED OR MADE AVAILABLE TO HEP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) FUTURE PERFORMANCE OR FUTURE CAPACITY, OR (IX) ANY OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO HEP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE SHARES AND THE COMPANY LLC INTERESTS, THE BUSINESS, THE ASSETS, THE LIABILITIES OR THE OPERATIONS OF THE COMPANY GROUP, AND (B) ALL OF THE ASSETS TO BE TRANSFERRED OR THE LIABILITIES TO BE ASSUMED OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN ACCORDANCE WITH THIS AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN “AS IS, WHERE IS” AND “WITH ALL KNOWN AND UNKNOWN FAULTS” BASIS, AND (C) ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FAILURE OF AN ESSENTIAL PURPOSE, CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, OR OTHERWISE ARE EXPRESSLY DISCLAIMED BY THE COMPANY AND XXXXXXXX HOLDCO AND ARE WAIVED BY HEP. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, FINANCIAL OR OTHER PROJECTIONS, AS WELL AS ANY OTHER INFORMATION, DOCUMENTS OR OTHER MATERIALS (INCLUDING ANY SUCH MATERIALS CONTAINED IN ANY “DATA ROOM” OR REVIEWED BY HEP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES) OR MANAGEMENT PRESENTATIONS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO HEP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES ARE NOT AND WILL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF THE COMPANY OR XXXXXXXX HOLDCO OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES AND NO REPRESENTATION OR WARRANTY IS MADE AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, FOREGOING EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER AS MAY BE EXPRESSLY SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES THE PURCHASERS ACKNOWLEDGE AND AGREES AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPLICITLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY Article III AND Article IV, NEITHER THE SELLERS AT THE CLOSING, (I) NONE NOR ANY MEMBER OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, ’ GROUP (OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) MAKE OR HAVE MADE ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE EQUITY INTERESTS, THE TARGET COMPANIES OR THE BUSINESS (INCLUDING ITS FINANCIAL PERFORMANCE), INCLUDING WITH RESPECT TO: (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; (II) THE OPERATION OF THE BUSINESS BY THE PURCHASERS AFTER THE CLOSING; OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS AFTER THE CLOSING, AND EACH AND EVERY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. THE PURCHASERS FURTHER ACKNOWLEDGE THAT THE SELLERS HAVE NOT MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF INFORMATION, DOCUMENTS AND OTHER MATERIALS PROVIDED TO THE PURCHASERS IN CONNECTION WITH THE ACQUISITION (INCLUDING ANY OF THE INFORMATION PROVIDED INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE BUYERPURCHASERS, ITS AFFILIATESWHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR IN ANY OTHER FORM), EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN Article III OR Article IV, AND OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF THE SELLERS SET FORTH IN Article VII AND Article X AND EXCEPT IN THE EVENT OF FRAUD, NEITHER THE SELLERS NOR ANY MEMBER OF THE SELLERS’ GROUP (OR ANY OF THEIR RESPECTIVE REPRESENTATIVESOFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE PURCHASERS OR TO ANY OTHER PERSON FOR THEIR BENEFIT; (II) RESULTING FROM THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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) DISTRIBUTION TO THE BUYER OR PURCHASERS, ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYERPURCHASERS’ USE OF, ANY AFFILIATE OF SUCH INFORMATION, DOCUMENTS AND OTHER MATERIALS; PROVIDED, HOWEVER, THAT IN NO EVENT WILL THIS SECTION 5.08 LIMIT THE BUYER, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, PURCHASERS’ ABILITY TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY BRING A CLAIM AGAINST THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED PARENT BASED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYFRAUD.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THATThe express representations and warranties of Seller contained in this Agreement are exclusive and are in lieu of all other representations and warranties, express, implied, or statutory. EXCEPT FOR THE REPRESENTATIONS EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND WARRANTIES AGREEMENTS OF THE SELLERS SELLER SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THIS AGREEMENT AND THE SELLERS AT THE CLOSINGASSIGNMENT, (I) NONE OF THE SELLERSSELLER HAS NOT MADE, ANY AFFILIATE OF THE SELLERSAND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, OR ANY OTHER PERSON MAKES AND BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR EXPRESS, IMPLIED, AT LAW COMMON LAW, BY STATUTE OR IN EQUITYOTHERWISE RELATING TO (A) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION OR THE QUALITY, QUANTITY, OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ACCURACY ASSETS, (B) THE ACCURACY, COMPLETENESS OR COMPLETENESS MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO BUYER BY OR ON BEHALF OF SELLER, (C) THE ENVIRONMENTAL CONDITION OF THE INFORMATION PROVIDED PROPERTIES, (D) ANY IMPLIED OR MADE AVAILABLE EXPRESS WARRANTY OF MERCHANTABILITY, (E) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (F) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO THE BUYERMODELS OR SAMPLES OF MATERIALS, ITS AFFILIATES, (G) ANY RIGHTS OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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 REPRESENTATIVESCONSIDERATION, AND (IIIH) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW; IT BEING THE EXPRESS INTENTION OF BOTH BUYER HAS NOT RELIED ON ANY OTHER AND SELLER THAT SUBJECT TO AND WITHOUT LIMITING SELLER’S EXPRESS REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.WARRANTIES (b) SELLERS ACKNOWLEDGE AND AGREE THATBuyer acknowledges that the Properties have been used for exploration, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGdevelopment, production, handling, transporting and/or processing of oil and gas and that there may be petroleum, produced water, wastes, or other materials located on or under the Properties or associated with the premises. Some equipment and sites included in the Properties may contain asbestos, Hazardous Substances, or naturally occurring radioactive material (I“NORM”). NORM may affix or attach itself to the inside of xxxxx, materials, and equipment as scale, or in other forms; the xxxxx, materials, and equipment located on the Properties or included in the Properties may contain NORM and other materials or Hazardous Substances; and NORM-containing material and other materials or Hazardous Substances may have been buried, come in contact with the soil or water, or otherwise been disposed of on the Properties. Special procedures may be required for the remediation, removal, transportation, or disposal of materials, asbestos, Hazardous Substances, and NORM from the Properties. Buyer will assume all liability for the assessment, remediation, removal, transportation, and disposal of these materials and associated activities and will conduct these activities in accordance with all applicable Laws, including applicable Environmental Laws. (c) NONE OF THE BUYERBuyer understands that operation of the Leases is subject to requirements of the Governmental Authorities having jurisdiction. It will be the obligation of Buyer to ensure that, ANY AFFILIATE OF THE BUYERas of the Closing, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYor as soon thereafter as reasonably practicable, EITHER EXPRESS OR IMPLIEDBuyer will meet the qualifications of the Governmental Authorities having jurisdiction, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYin order to become record operator of the Leases.

Disclaimer of Other Representations and Warranties. Buyer hereby acknowledges that, except for the representations and warranties contained in Article III (aas 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 AGREES THATHEREBY DISCLAIMS EACH OTHER) REPRESENTATION, EXCEPT FOR WARRANTY, OR GUARANTY WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES VALUE, CONDITION, OR USE OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGACQUIRED ASSETS, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, 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 SHOULD THE ACCURACY OR COMPLETENESS OF CLOSING OCCUR, BUYER WILL ACQUIRE THE ACQUIRED ASSETS AND ASSUME THE ASSUMED LIABILITIES ON AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, WITHOUT ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING ANY WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THATRESPECT TO ENVIRONMENTAL, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYERHEALTH, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYSAFETY MATTERS). Buyer hereby acknowledges that other than with respect to the express representations or warranties set forth in this Agreement, EITHER EXPRESS OR IMPLIEDSellers disclaim all Liability and responsibility for any representation, AT LAW OR IN EQUITYwarranty, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERSprojection, ITS AFFILIATESforecast, ANY OF THEIR RESPECTIVE REPRESENTATIVESstatement, OR ANY OTHER PERSON FOR THEIR BENEFIT; or information made, communicated, or furnished (IIorally or in writing) THE BUYERto Buyer or its Affiliates or Representatives (including any opinion, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORinformation, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OFprojection, ANY REPRESENTATIONor advice that may have been or may be provided to Buyer by any director, WARRANTYofficer, PROJECTIONemployee, FORECASTagent, STATEMENTconsultant, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.or representative of Sellers or any of their Affiliates). ARTICLE V

Disclaimer of Other Representations and Warranties. (a) BUYER SPAC HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AS EXPRESSLY PROVIDED IN ARTICLES III, V AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGVI, (I) NONE OF THE SELLERSTARGET COMPANIES, XXXXXXX OR THE ACQUISITION ENTITIES, NOR ANY AFFILIATE OF THE SELLERSTHEIR RESPECTIVE SUBSIDIARIES, NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, HAS MADE, IS MAKING, OR SHALL BE DEEMED TO MAKE ANY OTHER PERSON MAKES ANY (AND SPAC 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 SPAC, ANY OF THE INFORMATION PROVIDED ITS AFFILIATES OR MADE AVAILABLE REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE BUYERTARGET COMPANIES, ITS AFFILIATES, XXXXXXX OR THE ACQUISITION ENTITIES OR ANY OF THEIR RESPECTIVE REPRESENTATIVESDIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, BUSINESSES, ASSETS OR PROPERTIES, OR OTHERWISE, INCLUDING ANY OTHER PERSON REPRESENTATION OR WARRANTY AS TO CONDITION, VALUE, QUALITY, MERCHANTABILITY, USAGE, SUITABILITY, FITNESS FOR THEIR BENEFIT; A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY: (IIA) THE SELLERS, THE AFFILIATES NONE OF THE SELLERS AND TARGET COMPANIES, XXXXXXX OR THE ACQUISITION ENTITIES NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER SHALL BE DEEMED TO MAKE TO SPAC OR ITS AFFILIATES OR REPRESENTATIVES OFANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY SUCH PARTIES IN ARTICLES III, V AND VI; AND (B) NONE OF THE TARGET COMPANIES, XXXXXXX OR THE ACQUISITION ENTITIES NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING, OR SHALL BE DEEMED TO MAKE TO THE SPAC, ANY REPRESENTATION, OF ITS AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO: (I) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO SPAC OR ITS REPRESENTATIVES OR AFFILIATES BY OR ON BEHALF OF THE TARGET COMPANIES, XXXXXXX OR THE ACQUISITION ENTITIES IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS; (II) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (III) ANY FINANCIAL PROJECTION, FORECAST, STATEMENTESTIMATE, BUDGET OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) SIMILAR ITEM RELATING TO THE BUYER TARGET COMPANIES, XXXXXXX OR ITS AFFILIATES THE ACQUISITION ENTITIES OR REPRESENTATIVESTHEIR RESPECTIVE BUSINESSES, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITIONS, RESULTS OF OPERATIONS AND (III) BUYER PROJECTED OPERATIONS. SPAC HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY OTHER PROMISE, REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER THAT IS NOT EXPRESSLY SET FORTH IN SECTION 6 ARTICLES III, V OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE VI OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Disclaimer of Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (a) BUYER AS MODIFIED BY THE DISCLOSURE LETTER), NONE OF THE COMPANY, ITS SUBSIDIARIES OR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, AND THE COMPANY AND ITS SUBSIDIARIES EXPRESSLY DISCLAIM, AND THE ACQUIROR ACKNOWLEDGES AND AGREES THATTHAT IT HAS NOT RELIED ON, ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY OTHER PERSON (INCLUDING THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR ADVISORS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH CONTAINED IN SECTION 5 OR ANY CERTIFICATE DELIVERED THIS ‎ARTICLE III (AS MODIFIED BY THE SELLERS AT DISCLOSURE LETTER), THE CLOSINGCOMPANY HEREBY EXPRESSLY DISCLAIMS, (I) NONE OF AND THE SELLERSACQUIROR ACKNOWLEDGES THEY HAVE NOT RELIED ON, ANY AFFILIATE OF THE SELLERS, 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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 ACQUIROR OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO ACQUIROR OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED WHETHER IN ANY “DATA ROOMS,” “MANAGEMENT PRESENTATIONS,” OR “BREAK-OUT SESSIONS,” IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF ACQUIROR OR OTHERWISE BY ANY OTHER REPRESENTATION DIRECTOR, MANAGER, OFFICER, EMPLOYEE, AGENT, ADVISOR, CONSULTANT, OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REPRESENTATIVE OF THE BUYER SET FORTH IN SECTION 6 COMPANY OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAFFILIATES).

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE REPRESENTATIONS AND WARRANTIES CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS SET FORTH IN AT CLOSING PURSUANT TO SECTION 5 2.08(C), EACH SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGREPRESENTATION, (I) NONE OF THE SELLERSEXPRESS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS STATUTORY OR IMPLIED, AT LAW OR IN EQUITY, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE OIL, GAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED BY THE PROPERTIES, (F) THE PRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, (G) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE PROPERTIES, (H) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, OR (I) ANY OTHER MATERIALS OR INFORMATION PROVIDED OR THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO THE BUYER, BUYER OR ITS AFFILIATES, ANY OF OR ITS OR THEIR RESPECTIVE REPRESENTATIVESEMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS OR ANY OTHER PERSON DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT FOR THEIR BENEFIT; (II) THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE SELLERS, THE AFFILIATES CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORAT CLOSING PURSUANT TO SECTION 2.08(C), 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES EACH SELLER FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS EXPRESS, STATUTORY OR IMPLIED, AT LAW OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR IN EQUITYDEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO THE ACCURACY MODELS OR COMPLETENESS SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT BUYER SHALL BE DEEMED TO BE OBTAINING PROPERTIES IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE CERTIFICATE DELIVERED ON BEHALF OF THE INFORMATION PROVIDED OR MADE AVAILABLE SELLERS AT CLOSING PURSUANT TO THE SELLERS, ITS AFFILIATESSECTION 2.08(C), ANY OF THEIR RESPECTIVE REPRESENTATIVESAND ALL SUCH DATA, OR ANY INFORMATION AND OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYERMATERIALS FURNISHED BY TARGET, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES AGENTS, REPRESENTATIVES OR REPRESENTATIVES OF, CONSULTANTS WAS PROVIDED TO BUYER AS A CONVENIENCE AND ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, RELIANCE ON OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO USE OF THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, SAME HAS BEEN AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO SHALL BE AT BUYER’S SOLE RISK. BUYER ACKNOWLEDGES THAT THE EXPRESS DISCLAIMERS AND WAIVERS SET OUT ABOVE SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAND THE CONSIDERATION THEREOF AND ACKNOWLEDGES THAT SUCH DISCLAIMERS AND WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO EACH SUCH DISCLAIMER AND WAIVER.

Disclaimer of Other Representations and Warranties. THE REPRESENTATIONS AND WARRANTIES MADE BY THE TARGET COMPANIES IN THIS AGREEMENT AND THE ANCILLARY DOCUMENTS (aOR 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 ARTICLE IV, EACH OF THE SELLER, THE TARGET COMPANIES, THEIR AFFILIATES, AND THEIR DIRECTORS, MANAGERS, PARTNERS, OFFICERS, DIRECT OR INDIRECT EQUITYHOLDERS AND EACH OF THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE SELLER, THE TARGET COMPANIES, THE BUSINESS, OR 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, EXCEPT FOR THAT THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SELLER AND TARGET COMPANIES SET FORTH IN SECTION 5 THIS ARTICLE IV SUPERSEDE, REPLACE AND NULLIFY ANY OTHER STATEMENT (WHETHER WRITTEN OR ANY CERTIFICATE DELIVERED ORAL) MADE BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, SELLER 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 BUYERTARGET COMPANIES, ITS THEIR AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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) PARTY PRIOR TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION DATE HEREOF WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY OF SELLER AND THE INFORMATION PROVIDED OR MADE AVAILABLE TARGET COMPANIES AND TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR DISCLAIMERS CONTAINED IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.Section 4.27. ​

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 THIS ARTICLE III OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR IN ANY OTHER PERSON DOCUMENT, SELLER MAKES ANY NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO IN RESPECT OF SELLER, THE ACCURACY COMPANY, OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVESASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY OTHER PERSON FOR THEIR BENEFIT; PARTICULAR PURPOSE AND (II) THE SELLERS, THE AFFILIATES ACCURACY AND COMPLETENESS OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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) PROVIDED TO THE BUYER OR PURCHASER AND ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON ANY SUCH OTHER REPRESENTATION REPRESENTATIONS OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYWARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) SELLERS ACKNOWLEDGE PURCHASER HAS RECEIVED FROM SELLER (OR SELLER’S AGENTS, REPRESENTATIVES OR AFFILIATES) CERTAIN PROJECTIONS, INCLUDING PROJECTED BALANCE SHEETS AND AGREE THAT, EXCEPT STATEMENTS OF OPERATING REVENUES AND INCOME FROM OPERATIONS OF THE COMPANY FOR THE REPRESENTATIONS YEARS ENDING IN 2007 THROUGH 2011 AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, CERTAIN BUSINESS PLAN INFORMATION FOR SUCH YEARS. PURCHASER ACKNOWLEDGES THAT (I) NONE OF THE BUYERTHERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH ESTIMATES, ANY AFFILIATE OF THE BUYERPROJECTIONS AND OTHER FORECASTS AND PLANS, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYERPURCHASER IS FAMILIAR WITH SUCH UNCERTAINTIES, THE AFFILIATES (III) PURCHASER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE BUYER ADEQUACY AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ACCURACY OF ALL LIABILITY ESTIMATES, PROJECTIONS AND RESPONSIBILITY FOROTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OFUNDERLYING ESTIMATES, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR PROJECTIONS AND FORECASTS FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESIT), AND (IIIIV) PURCHASER SHALL HAVE NO CLAIM AGAINST SELLER HAS RELIED ON WITH RESPECT THERETO AND SHALL HAVE NO ENTITLEMENT TO ANY OTHER ESTIMATES, PROJECTIONS OR FORECASTS OF SELLER AFTER THE DATE HEREOF. ACCORDINGLY, SELLER MAKES NO REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT RESPECT TO ANY SUCH ESTIMATES, PROJECTIONS OR OTHER FORECASTS AND CONSUMMATING PLANS (INCLUDING, WITHOUT LIMITATION, THE TRANSACTIONS CONTEMPLATED HEREBYREASONABLENESS OF THE ASSUMPTIONS, UNDERLYING SUCH ESTIMATES, PROJECTIONS AND FORECASTS).

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION THIS ARTICLE 5 OR ANY CERTIFICATE DELIVERED BY ANCILLARY AGREEMENT, THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY COMPANY 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) . EXCEPT FOR THE SELLERSREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 5 OR ANY ANCILLARY AGREEMENT, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES COMPANY 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, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESREPRESENTATIVES (INCLUDING ANY INFORMATION, AND (III) DOCUMENTS OR MATERIALS DELIVERED TO THE BUYER HAS NOT RELIED ON AND/OR MADE AVAILABLE IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER REPRESENTATION OR WARRANTY FORM IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THATOR AS TO THE FUTURE REVENUE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES PROFITABILITY OR SUCCESS OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE BUSINESS OF THE BUYER, ANY AFFILIATE OF THE BUYERGROUP 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN CONNECTION WITH ENTERING INTO LAW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL RELIEVE ANY PERSON OF ANY LIABILITY FOR ACTUAL FRAUD. EACH REPRESENTATION AND CONSUMMATING 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 TRANSACTIONS CONTEMPLATED HEREBYFACT THAT ANOTHER REPRESENTATION AND WARRANTY CONCERNING THE SAME OR SIMILAR SUBJECT MATTER IS CORRECT OR IS NOT BREACHED, WHETHER SUCH OTHER REPRESENTATION AND WARRANTY IS MORE GENERAL OR MORE SPECIFIC, NARROWER OR BROADER OR OTHERWISE, WILL NOT AFFECT THE INCORRECTNESS OR BREACH OF SUCH PARTICULAR REPRESENTATION AND WARRANTY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERSARTICLE V, OR ANY OTHER PERSON ANCILLARY AGREEMENT, (A) NO SELLER AFFILIATE MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THIS AGREEMENT, THE ACCURACY ANCILLARY AGREEMENTS, THE TRANSFERRED ASSETS, THE TRANSFERRED EQUITY INTERESTS, THE TRANSFERRED ENTITIES, THE ASSUMED LIABILITIES, THE BUSINESS, THE ACQUISITION (INCLUDING ANY CONSENTS OR COMPLETENESS OF APPROVALS REQUIRED IN CONNECTION THEREWITH) OR ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT THE ACQUISITION AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. HEREBY (bINCLUDING 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; AND (B) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES ALL OF THE BUYER SET FORTH ASSETS AND LIABILITIES TO BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR ASSUMED, AS APPLICABLE, IN SECTION 6 ACCORDANCE WITH THIS AGREEMENT, SHALL BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGASSUMED ON AN “AS IS, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYWHERE IS” BASIS.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE THOSE REPRESENTATIONS AND WARRANTIES OF THE SELLERS EXPRESSLY SET FORTH IN SECTION 5 THIS ARTICLE V OR ELSEWHERE IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, THE SELLER PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGKIND OR NATURE, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO THE ACCURACY ACQUIRED ASSETS, INCLUDING, WITHOUT LIMITATION, THE SITE OR COMPLETENESS OF ANY THE WHEATLAND FACILITY, THE OPERATIONS OF THE INFORMATION PROVIDED WHEATLAND FACILITY, OR MADE AVAILABLE THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF THE WHEATLAND FACILITY OR THE ACQUIRED ASSETS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, ACTUAL OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES RATED GENERATING CAPABILITY OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, WHEATLAND FACILITY OR ANY USE BY THE BUYER ABILITY OF THE BUYERS TO GENERATE 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYSELL ELECTRICAL ENERGY. (b) SELLERS ACKNOWLEDGE WITHOUT LIMITING THE FOREGOING, AND AGREE THAT, EXCEPT FOR THE THOSE REPRESENTATIONS AND WARRANTIES OF THE BUYER EXPRESSLY SET FORTH IN SECTION 6 THIS ARTICLE V OR ELSEWHERE IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, THE SELLER PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, USAGE OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ACQUIRED ASSETS OR ANY CERTIFICATE DELIVERED PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE OF SUCH PROPERTIES OR ASSETS WITH ANY LAWS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS, OR AS TO THE CONDITION OF THE ACQUIRED ASSETS OR ANY PART THEREOF, OR AS TO THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY UNDER ENVIRONMENTAL LAWS WITH RESPECT TO THE ACQUIRED ASSETS. ANY SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (c) EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V OR ELSEWHERE IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, THE ACQUIRED ASSETS ARE SOLD “AS IS, WHERE IS” ON THE CLOSING DATE, AND IN THEIR CONDITION ON THE CLOSING DATE “WITH ALL FAULTS.” (d) WITHOUT LIMITING THE FOREGOING, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, NO MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY THE BUYER AT SELLER PARTIES OR THE CLOSINGSELLER PARTIES’ REPRESENTATIVES, (I) NONE OF THE BUYERINCLUDING, WITHOUT LIMITATION, ANY AFFILIATE OF INFORMATION OR MATERIAL CONTAINED IN THE BUYERDUE DILIGENCE MATERIALS OR IN THE INFORMATION MEMORANDUM, WILL CAUSE OR CREATE ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO THE ACCURACY TITLE, CONDITION, VALUE OR COMPLETENESS OF ANY QUALITY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYACQUIRED ASSETS.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THIS ARTICLE 4, THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY SELLER 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 SELLER, 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) . EXCEPT FOR THE SELLERSREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESREPRESENTATIVES (INCLUDING ANY INFORMATION, AND (III) DOCUMENTS OR MATERIALS DELIVERED TO THE BUYER HAS NOT RELIED ON AND/OR MADE AVAILABLE IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER REPRESENTATION OR WARRANTY FORM IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THATOR AS TO THE FUTURE REVENUE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES PROFITABILITY OR SUCCESS OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE BUSINESS OF THE BUYER, ANY AFFILIATE OF THE BUYERGROUP 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYLAW.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THIS ARTICLE 5, THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, 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 IN RESPECT OF ANY OF ITS ASSETS (INCLUDING, WITHOUT LIMITATION, THE INFORMATION PROVIDED PURCHASED ASSETS), LIABILITIES OR MADE AVAILABLE OPERATIONS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERSEXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE 5, THE AFFILIATES PURCHASER IS PURCHASING THE PURCHASED ASSETS ON AN “AS-IS, WHERE-IS” BASIS. WITHOUT LIMITING THE GENERALITY OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORFOREGOING, THE SELLER DISCLAIMS ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE 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) MERCHANTABILITY AS TO THE BUYER PURCHASED ASSETS THAT ARE EQUIPMENT, GOODS OR ITS AFFILIATES OR REPRESENTATIVESOTHER ASSETS THAT ARE SUBJECT TO ARTICLE 2 OF THE PENNSYLVANIA UNIFORM COMMERCIAL CODE, AND (III) BUYER HAS NOT RELIED ON ANY THE PURCHASER EXPRESSLY ACKNOWLEDGES THAT SUCH EQUIPMENT AND GOODS OR OTHER ASSETS ARE PURCHASED AND SOLD “AS IS” AND “WHERE IS” AND WITHOUT WARRANTY EXCEPT AS EXPRESSLY CONTAINED IN THIS AGREEMENT. THE SELLER MAKES NO REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING REGARDING ANY ASSETS OTHER THAN THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 PURCHASED ASSETS OR ANY CERTIFICATE DELIVERED BY LIABILITIES OTHER THAN THE BUYER AT THE CLOSINGASSUMED LIABILITIES, (I) AND NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, SHALL BE IMPLIED AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THATNOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF EXPRESSLY MADE BY SELLER IN THIS ARTICLE III, NEITHER GSM, SELLER, THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERSCOMPANY, ANY SUBSIDIARY OR AFFILIATE OF THE SELLERS, OR THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO GSM, EITHER EXPRESS OR IMPLIEDSELLER, 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 RESPECTIVE REPRESENTATIVES, COMPANY OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND OR THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORBUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER OR ANY USE BY THE BUYER OR OF ITS AFFILIATES OR REPRESENTATIVES OFOF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY REPRESENTATIONONE OR MORE OF THE FOREGOING (INCLUDING WITHOUT LIMITATION ANY DUE DILIGENCE MATERIALS, WARRANTYFINANCIAL INFORMATION, PROJECTION, FORECAST, STATEMENTMEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS OR SIMILAR MATERIALS, OR INFORMATION MADEANY PRESENTATION OF THE BUSINESS OF THE COMPANY OR OTHERS, COMMUNICATEDIN WHATEVER FORM, OR FURNISHED (ORALLY OR IN WRITING) TO CONNECTION WITH THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESTRANSACTIONS CONTEMPLATED HEREBY), AND (PURCHASER HEREBY ACKNOWLEDGES AND CONFIRMS THAT, OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III) BUYER , IT HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY INFORMATION IN CONNECTION WITH ENTERING INTO DETERMINING TO EXECUTE THIS AGREEMENT AND CONSUMMATING THE OTHER TRANSACTION DOCUMENTS OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THATHEREBY OR THEREBY, INCLUDING ANY OF THE COST ESTIMATES, FORECASTS, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE DURING DUE DILIGENCE OR OTHERWISE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH EXPRESSLY MADE BY SELLER IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGTHIS ARTICLE III, (I) NONE OF THE BUYERALL OTHER REPRESENTATIONS AND WARRANTIES, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER WHETHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE ARE EXPRESSLY DISCLAIMED BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYSELLER.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THIS ARTICLE 5, THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY GROUP COMPANIES 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 SELLER, 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) . EXCEPT FOR THE SELLERSREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 5, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES GROUP COMPANIES 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 REPRESENTATIVESREPRESENTATIVES (INCLUDING ANY INFORMATION, AND (III) DOCUMENTS OR MATERIALS DELIVERED TO THE BUYER HAS NOT RELIED ON AND/OR MADE AVAILABLE IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER REPRESENTATION OR WARRANTY FORM IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THATOR AS TO THE FUTURE REVENUE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES PROFITABILITY OR SUCCESS OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE BUSINESS OF THE BUYER, ANY AFFILIATE OF THE BUYERGROUP 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYLAW.

Disclaimer of Other Representations and Warranties. (a) NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER ACKNOWLEDGES AND AGREES THATOR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN THIS SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING4, (IA) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THIS AGREEMENT, THE ACCURACY TRANSACTIONS CONTEMPLATED HEREUNDER, THE PURCHASED ASSETS (INCLUDING ANY CONSENTS OR COMPLETENESS OF APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE BUSINESS OR ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYERBUYER IN CONNECTION HEREWITH, ITS AFFILIATESINCLUDING ANY WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ANY OF THEIR RESPECTIVE REPRESENTATIVES, AND ALL OTHER REPRESENTATIONS OR ANY OTHER PERSON FOR THEIR BENEFITWARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED; AND (IIB) THE SELLERS, THE AFFILIATES ALL OF THE SELLERS PURCHASED ASSETS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY 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 RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR SHALL RELY SOLELY ON 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, OWN EXAMINATION AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR INVESTIGATION THEREOF AS WELL AS THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SELLER SET FORTH IN THIS SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY4.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES 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 THE SELLER’S AND PROPERTY SELLERS’ REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 THIS AGREEMENT, THE SELLER DOCUMENTS AND/OR ANY CERTIFICATE DELIVERED BY THE PROPERTY SELLERS AT DOCUMENTS, THE CLOSING, (I) NONE SALE OF THE SELLERSPURCHASED ASSETS AND OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY AFFILIATE WARRANTY OF THE SELLERSINCOME 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 ANY OTHER PERSON MAKES OTHERWISE ADVERSELY AFFECT, PURCHASER’S RIGHT TO CLAIM BREACH OF ANY REPRESENTATION OR WARRANTYWARRANTY 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, EITHER EXPRESS OR IMPLIEDAS APPLICABLE, 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER EACH OF THE ACQUISITION ENTITIES HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AS EXPRESSLY PROVIDED IN ARTICLE IV, NEITHER SPAC NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING, OR SHALL BE DEEMED TO MAKE ANY (AND WARRANTIES EACH OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (IACQUISITION ENTITIES HEREBY EXPRESSLY DISCLAIMS RELIANCE ON ANY) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES 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 REPRESENTATIVES, 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 BENEFITRESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY SPAC IN ARTICLE 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 ACQUISITION ENTITIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO: (I) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO THEM BY OR ON BEHALF OF SPAC IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS; (II) THE SELLERSANY MANAGEMENT PRESENTATION, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (III) ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, FINANCIAL PROJECTION, FORECAST, STATEMENTESTIMATE, BUDGET OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) SIMILAR ITEM RELATING TO THE BUYER SPAC OR ITS AFFILIATES BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS OR REPRESENTATIVES, AND (III) BUYER PROJECTED OPERATIONS. EACH OF THE ACQUISITION ENTITIES HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY OTHER PROMISE, REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER THAT IS NOT EXPRESSLY SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE ARTICLE IV OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 THIS ARTICLE 6 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGANCILLARY AGREEMENT, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY BUYER MAKES NO OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO REGARDING THE ACCURACY BUYER, ITS AFFILIATES, THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR COMPLETENESS OF THEREBY, OR ANY OF THE INFORMATION PROVIDED FURNISHED OR MADE AVAILABLE TO THE BUYERCOMPANY, ITS THE SELLERS, THE LANDMARK PARTNERS, THEIR RESPECTIVE AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) . EXCEPT FOR THE SELLERSREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 6 OR ANY ANCILLARY AGREEMENT, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES BUYER HEREBY DISCLAIM DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OFCOMPANY, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATESTHE LANDMARK PARTNERS, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS COMPANY, THE SELLERS, THE LANDMARK PARTNERS, OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON REPRESENTATIVES OR ANY OTHER REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN CONNECTION WITH ENTERING INTO LAW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL RELIEVE ANY PERSON OF ANY LIABILITY FOR ACTUAL FRAUD. EACH REPRESENTATION AND CONSUMMATING WARRANTY IN THIS ARTICLE 6 IS GIVEN INDEPENDENT EFFECT SO THAT IF A PARTICULAR REPRESENTATION AND WARRANTY PROVES TO BE INCORRECT OR IS BREACHED, THE TRANSACTIONS CONTEMPLATED HEREBYFACT THAT ANOTHER REPRESENTATION AND WARRANTY CONCERNING THE SAME OR SIMILAR SUBJECT MATTER IS CORRECT OR IS NOT BREACHED, WHETHER SUCH OTHER REPRESENTATION AND WARRANTY IS MORE GENERAL OR MORE SPECIFIC, NARROWER OR BROADER OR OTHERWISE, WILL NOT AFFECT THE INCORRECTNESS OR BREACH OF SUCH PARTICULAR REPRESENTATION AND WARRANTY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED THIS ARTICLE III AS QUALIFIED BY THE SELLERS AT THE CLOSINGDISCLOSURE SCHEDULE, (I) NONE OF THE SELLERSSELLER COMPANIES OR ANY SHAREHOLDER, NOR ANY AFFILIATE OF THE SELLERSSELLER COMPANIES OR ANY SHAREHOLDER, NOR ANY OTHER PERSON, INCLUDING ANY REPRESENTATIVE OF THE SELLER COMPANIES, OR ANY OTHER PERSON SHAREHOLDER, ON BEHALF OF THE SELLER COMPANIES OR ANY SHAREHOLDER MAKES ANY OTHER REPRESENTATION OR WARRANTYWARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (A) THE ACCURACY SELLER COMPANIES OR COMPLETENESS THE SHAREHOLDERS OR THEIR RESPECTIVE AFFILIATES, (B) THE BUSINESS OR THE OPERATIONS, ASSETS, PROSPECTS OR FINANCIAL CONDITION OF ANY SELLER COMPANY (C) THE INCOME POTENTIALLY TO BE DERIVED FROM THE BUSINESS OF ANY SELLER COMPANY OR THE VALUE OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYERBUSINESS OF ANY SELLER COMPANY, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (IID) THE SELLERSPPPI STOCK, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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 WRITINGE) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR BY ANY ANCILLARY AGREEMENT OR (F) ANY OTHER MATTER WHATSOEVER. (b) SELLERS ACKNOWLEDGE AND AGREE THATARTICLE IV Warranties and Representations of PSI PSI hereby warrants and represents to the Seller and the Shareholders, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGwhich warranties and representations shall survive the Closing, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.that the following statements are true and correct as the date hereof:

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR THIS ARTICLE III, NEITHER THE SELLER NOR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, 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 IN RESPECT OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYERITS ASSETS (INCLUDING, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERSWITHOUT LIMITATION, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORPURCHASED ASSETS), LIABILITIES OR OPERATIONS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR 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 REPRESENTATIVESPARTICULAR PURPOSE, AND (III) ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT HEREBY ACKNOWLEDGES AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE AGREES THAT, EXCEPT FOR TO THE REPRESENTATIONS AND WARRANTIES OF THE BUYER EXTENT SPECIFICALLY SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THIS ARTICLE III, THE BUYER AT AND EACH BUYER SUBSIDIARY IS PURCHASING THE CLOSINGPURCHASED ASSETS ON AN "AS-IS, (I) NONE WHERE-IS" BASIS. WITHOUT LIMITING THE GENERALITY OF THE BUYERFOREGOING, ANY AFFILIATE OF NEITHER THE BUYER, OR ANY OTHER PERSON SELLER NOR THE SELLER SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTYWARRANTY REGARDING ANY ASSETS OTHER THAN THE ACQUIRED NETWORK FACILITIES AND THE INTEREST AND SELLER AND SELLER SUBSIDIARIES EXPRESSLY HEREBY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES REGARDING THE CALL ASSETS PRIOR TO SUCH ASSETS BEING ACQUIRED BY BUYER OR BUYER SUBSIDIARIES HEREUNDER OR REGARDING ANY LIABILITIES OTHER THAN THE ASSUMED LIABILITIES, EITHER EXPRESS OR IMPLIED, AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 THIS ARTICLE 4 OR ANY CERTIFICATE DELIVERED BY ANCILLARY AGREEMENT, THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY SELLER MAKES NO OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO REGARDING THE ACCURACY SELLER, THE BUSINESS GROUP COMPANIES (INCLUDING THE TARGET ENTITIES), THE BUSINESS, THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED, OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED FURNISHED OR MADE AVAILABLE TO THE BUYER, BUYER OR ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) . EXCEPT FOR THE SELLERSREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR ANY ANCILLARY AGREEMENT, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM SELLER DISCLAIMS 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 REPRESENTATIVESREPRESENTATIVES (INCLUDING ANY INFORMATION, AND (III) DOCUMENTS OR MATERIALS DELIVERED TO THE BUYER HAS NOT RELIED ON OR MADE AVAILABLE IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED) OR AS TO THE FUTURE REVENUE, PROFITABILITY OR SUCCESS OF THE BUSINESS OR THE TARGET ENTITIES, OR ANY REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN CONNECTION WITH ENTERING INTO LAW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR SHALL RELIEVE ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 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 MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYERIS BREACHED, THE AFFILIATES OF FACT THAT ANOTHER REPRESENTATION AND WARRANTY CONCERNING THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORSAME OR SIMILAR SUBJECT MATTER IS CORRECT OR IS NOT BREACHED, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY WHETHER SUCH OTHER REPRESENTATION AND WARRANTY IS MORE GENERAL OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT MORE SPECIFIC, NARROWER OR BROADER OR OTHERWISE, WILL NOT AFFECT THE INCORRECTNESS OR BREACH OF SUCH PARTICULAR REPRESENTATION AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYWARRANTY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THIS ARTICLE III NEITHER THE COMPANY NOR THE SELLERS AT THE CLOSINGMAKE OR HAVE MADE, (I) NONE OF THE SELLERSAND BUYER IS NOT RELYING AND HAS NOT RELIED ON, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ITS BUSINESS OR ANY OF ITS ASSETS, LIABILITIES, OPERATIONS OR PROSPECTS, INCLUDING WITH RESPECT TO THE (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND (II) ACCURACY OR AND COMPLETENESS OF ANY OF THE INFORMATION PROVIDED TO BUYER AND ITS REPRESENTATIVES (INCLUDING, FOR THIS PURPOSE, THE CONFIDENTIAL INFORMATION MEMORANDUM, THE "TEASER" AND THE OTHER MARKETING MATERIALS PROVIDED BY JCP SECURITIES, INC. AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO BUYER IN ANY DATA ROOM, MANAGEMENT PRESENTATION OR THE BUYERLIKE), ITS AFFILIATESAND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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) EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE III, BUYER OR ITS AFFILIATES OR REPRESENTATIVESIS ACQUIRING THE SHARES AND THE COMPANY ON AN "AS-IS, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYWHERE-IS" BASIS. (b) BUYER HAS RECEIVED FROM THE SELLERS AND THE COMPANY CERTAIN FINANCIAL INFORMATION AND PROJECTIONS, INCLUDING PROJECTED BALANCE SHEETS AND STATEMENTS OF OPERATING REVENUES AND INCOME FOR THE YEARS ENDING 2012 THROUGH 2015 AND CERTAIN BUSINESS PLAN INFORMATION FOR SUCH YEARS. BUYER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS, (II) BUYER IS FAMILIAR WITH SUCH UNCERTAINTIES, (III) BUYER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS, UNDERLYING ESTIMATES, PROJECTIONS AND FORECASTS FURNISHED TO IT), AND (IV) BUYER SHALL HAVE NO CLAIM AGAINST THE COMPANY OR ANY SELLER WITH RESPECT THERETO. ACCORDINGLY, NO REPRESENTATIONS OR WARRANTIES ARE MADE WITH RESPECT TO ANY SUCH FINANCIAL INFORMATION, ESTIMATES, PROJECTIONS OR OTHER FORECASTS AND PLANS (INCLUDING, WITHOUT LIMITATION, THE REASONABLENESS OF THE ASSUMPTIONS, UNDERLYING SUCH ESTIMATES, PROJECTIONS AND FORECASTS). (c) THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH THAT NOTHING CONTAINED IN THIS SECTION 6 3.30 SHALL LIMIT OR WAIVE ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.CLAIM BASED ON

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS MPT PARTIES ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUT IN ALL EVENTS SUBJECT TO SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING9.13 HEREIN, (I) NONE OF SELLERS ARE SELLING AND THE BUYERBUYERS 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 AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER REPRESENTATION, GUARANTY, PROMISE OR INDUCEMENT, EXPRESS OR IMPLIED, AT LAW BY ANY OF THE XXXXXX HEALTH SUBSIDIARIES OR IN EQUITYANY REPRESENTATIVE, TO THE ACCURACY AGENT, OFFICER OR COMPLETENESS EMPLOYEE OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE XXXXXX HEALTH SUBSIDIARIES AS TO THE SELLERSPROPERTY, ITS AFFILIATESINCLUDING 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 (D) THE AGE, SIZE, DIMENSIONS, PROFITABILITY OR OTHER SUCH MATTERS RELATING TO THE OWNERSHIP OR OPERATION OF THE 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 (b) NONE OF XXXXXX HEALTH, ANY OF THEIR RESPECTIVE THE EHI SUBSIDIARIES OR ANY OF ITS REPRESENTATIVES, DIRECTORS, OFFICERS OR STOCKHOLDERS, HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO XXXXXX HEALTH OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, EHI SUBSIDIARIES OR THE BUSINESS OF XXXXXX HEALTH OR ANY USE BY OF THE SELLERS EHI SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY OTHERWISE IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 2 OR IN THE MERGER AGREEMENT. (c) Without limiting the generality of the foregoing, neither Xxxxxx Health nor any of the EHI Subsidiaries, nor any Representative of Xxxxxx Health or any of the EHI Subsidiaries, nor any of their respective employees, officers, directors or stockholders, has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of Xxxxxx Health and the EHI Subsidiaries made available or delivered to the MPT Parties, including due diligence materials, or in any presentation of the business of Xxxxxx Health and the EHI Subsidiaries by management of Xxxxxx Health 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 the MPT Parties in executing, delivering and performing this Agreement and the transactions contemplated hereby. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to, any offering memorandum or similar materials made available or delivered by the Xxxxxx Health Parties and their Representatives, are not and shall not be deemed to be or to include representations or warranties of any of the Xxxxxx Health Parties, and are not and shall not be deemed to be relied upon by the MPT Parties in executing, delivering and performing this Agreement and the transactions contemplated hereby.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE FOREGOING AIMMS EXCLUSIVE REPRESENTATIONS AND WARRANTIES CONTAIN THE ONLY REPRESENTATIONS AND WARRANTIES AIMMS MAKES WITH RESPECT TO THE SOFTWARE. WITHOUT LIMITATION ON THE PRECEDING SENTENCE, WITH RESPECT TO THE SOFTWARE, NEITHER AIMMS NOR ANY OF ITS SUBSIDIARIES, PARENT COMPANIES, AFFILIATES, CONTRACTORS, SUBCONTRACTORS, AGENTS, EMPLOYEES, DIRECTORS AND OFFICERS (THE SELLERS SET FORTH IN SECTION 5 “AIMMS PARTIES”), MAKES ANY REPRESENTATION OR WARRANTY OF ANY CERTIFICATE DELIVERED BY KIND, EXPRESS OR IMPLIED, AND, WITHOUT LIMITATION ON THE SELLERS AT THE CLOSINGFOREGOING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW IMPLIED OR IN EQUITY, OTHERWISE WRITTEN OR ORAL AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION FOLLOWING: A. THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE OR SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR OTHER PROGRAM LIMITATIONS; B. THAT THE SOFTWARE WILL OPERATE IN COMBINATION WITH LICENSEE´S CONTENT OR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED OR MADE AVAILABLE SPECIFIED BY AIMMS, OR THAT THE SOFTWARE WILL MEET LICENSEE´S REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS; C. AS TO THE BUYERACCURACY, ITS AFFILIATESQUALITY, ANY OF THEIR RESPECTIVE REPRESENTATIVESRELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY REPORTS, DATA, RESULTS, OR OTHER PERSON FOR THEIR BENEFIT; (II) INFORMATION OBTAINED OR GENERATED BY LICENSEE RELATED TO THE SELLERS, THE AFFILIATES USE OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYSOFTWARE. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGTHIS ARTICLE 4, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON SELLER MAKES ANY NO REPRESENTATION OR WARRANTY, EITHER 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 ACCURACY CONDITION, USEFULNESS OR ADEQUACY OF THE ASSETS, QUALITY, MERCHANTABILITY AND/OR 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 THE FUTURE BUSINESSES AND OPERATIONS OF THE COMPANIES, AND ANY AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE 4, BUYER, THROUGH ITS PURCHASE OF THE 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 DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE INTENTION OF SELLER AND BUYER THAT, SUBJECT TO THE TERMS OF THIS AGREEMENT, THE 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 ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE AGREEMENTS, DOCUMENTS, MATERIALS OR OTHER INFORMATION PROVIDED TO BUYER IN ANY DATA ROOM, MANAGEMENT PRESENTATION OR MADE AVAILABLE TO 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 BUYER, ITS AFFILIATES, COMPANIES NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR AFFILIATES SHALL HAVE ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYERRORS THEREIN. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL ANY SELLER BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY EXEMPLARY, PUNITIVE, REMOTE, SPECULATIVE, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OR LOSS OF PROFITS, AND AGREES THATNO CLAIM SHALL BE MADE OR AWARDED AGAINST THE ESCROW AMOUNT, OR AGAINST ANY SELLER, FOR ANY SUCH DAMAGES OR LOSS OF PROFITS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED THIS ARTICLE IV AS QUALIFIED BY THE SELLERS AT THE CLOSINGDISCLOSURE SCHEDULES, (I) NONE OF THE SELLERSCOMPANY, ANY SELLER, ANY AFFILIATE OF THE SELLERSCOMPANY OR ANY SELLER, OR ANY OTHER PERSON PERSON, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIVE OF THE COMPANY OR ANY SELLER, ON BEHALF OF THE COMPANY OR ANY SELLER MAKES ANY OTHER REPRESENTATION OR WARRANTYWARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (IIA) THE SELLERS, THE AFFILIATES COMPANY OR THEIR RESPECTIVE AFFILIATES, (B) THE BUSINESS OR THE OPERATIONS, ASSETS, PROSPECTS OR FINANCIAL CONDITION OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORCOMPANY, (C) THE INCOME POTENTIALLY TO BE DERIVED FROM THE BUSINESS OR ANY USE BY THE BUYER COMPANY OR ITS AFFILIATES THE VALUE OF THE BUSINESS OR REPRESENTATIVES OFTHE COMPANY, ANY REPRESENTATION(D) THE SUBJECT SECURITIES, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITINGE) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. HEREBY OR BY ANY ANCILLARY AGREEMENT OR (bF) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYMATTER WHATSOEVER.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION THIS ARTICLE 5 ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES OF BIG RIVERS WHETHER WRITTEN, ORAL OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, ANY OTHER OPERATIVE DOCUMENT OR THE ASSETS, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 5 OR ANY CERTIFICATE DELIVERED BY IN THE SELLERS AT STATION TWO AGREEMENT. THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR LG&E PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT BIG RIVERS SHALL NOT BE DEEMED TO HAVE MADE ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE ASSETS OR ANY PART THEREOF, THE MERCHANTABILITY THEREOF OR THE FITNESS THEREOF FOR ANY PARTICULAR PURPOSE. THE PROVISIONS OF THIS ARTICLE 5 HAVE BEEN NEGOTIATED, AND, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 5 OR IN THE STATION TWO AGREEMENT, THE FOREGOING PROVISIONS ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES BY BIG RIVERS, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVESASSETS, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYOTHERWISE. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. EACH OF ACQUIROR AND MERGER SUB (aINDIVIDUALLY AND ON BEHALF OF THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES) BUYER ACKNOWLEDGES AND AGREES THATTHAT NONE OF THE HOLDERS, THE COMPANY, THE SUBSIDIARY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, MAKES ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IN ANY LETTER OF TRANSMITTAL OR IN ANY CERTIFICATE DELIVERED BY OR ON BEHALF OF THE COMPANY TO ACQUIROR IN ACCORDANCE WITH THE TERMS HEREOF. WITHOUT LIMITING THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS EXPRESSLY SET FORTH IN SECTION 5 THIS AGREEMENT, IN ANY LETTER OF TRANSMITTAL OR IN ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OR ON BEHALF OF THE SELLERSCOMPANY TO ACQUIROR IN ACCORDANCE WITH THE TERMS HEREOF, ACQUIROR AND MERGER SUB ARE NOT RELYING ON ANY AFFILIATE OF THE SELLERSREPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY OTHER PERSON MAKES ANY REPRESENTATION KIND WHATSOEVER, WHETHER ORAL OR WARRANTYWRITTEN, EITHER EXPRESS OR IMPLIED, AT LAW STATUTORY OR IN EQUITYOTHERWISE, AS TO ANY MATTER CONCERNING THE COMPANY AND THE SUBSIDIARY, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED TO (OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF OTHERWISE ACQUIRED BY) ACQUIROR AND MERGER SUB AND THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES 3.21.1 NO ACQUIRED COMPANY AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERSREPRESENTATIVES, DIRECTORS, MANAGERS, PARTNERS, OFFICERS OR DIRECT OR INDIRECT EQUITYHOLDERS OF SUCH ACQUIRED COMPANY (INCLUDING ANY AFFILIATE SUCH DIRECT OR INDIRECT EQUITYHOLDERS WHO ARE AFFILIATES OF THE SELLERSNAUTIC PARTNERS), HAVE MADE ANY REPRESENTATIONS OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTIES, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY NATURE WHATSOEVER RELATING TO RHC, RHP OR THE ACQUIRED COMPANIES OR THE BUSINESS OF RHC, RHP OR THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY ACQUIRED COMPANIES IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THATTRANSACTIONS, EXCEPT FOR THE OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES OF THE BUYER EXPRESSLY SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYERTHIS AGREEMENT, THE AFFILIATES OF BLOCKER REORGANIZATION AGREEMENT, THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESCONTRIBUTION AGREEMENTS, AND ANY MERGER AGREEMENT. 3.21.2 Without limiting the generality of the foregoing, except as set forth in this Agreement, the Blocker Reorganization Agreement, the Contribution Agreements, and any Merger Agreement, neither RHC, the Acquired Companies, nor any Affiliate of RHC or any of the Acquired Companies, nor any of their respective representatives, employees, officers, directors, managers, partners or direct or indirect equityholders (IIIincluding any such direct or indirect equityholders who are Affiliates of Nautic Partners), has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business of RHP and the Acquired Companies made available to Buyer, including due diligence materials or in any presentation of the business of RHP and the Acquired Companies by management of RHP or any Acquired Company or others in connection with the Contemplated Transactions (including any direct or indirect equityholders of the Acquired Companies who are Affiliates or Representatives of Nautic Partners), 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 Contemplated Transactions. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by RHC, any Acquired Company or any direct or indirect equityholder thereof (including any such direct or indirect equityholder who is an Affiliate of Nautic Partners) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYor any of their Representatives, are not and shall not be deemed to be or to include representations or warranties of any such Person, and are not and shall not be deemed to be relied upon by Buyer or any of its Affiliates in executing, delivering and performing this Agreement and the transactions contemplated hereby.

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 SECTION 4.1, (aA) BUYER ACKNOWLEDGES THE SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE CONDITION, VALUE OR QUALITY OF THE BUSINESS OR ASSETS, AND AGREES THAT(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 DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN THIS SECTION 5 OR ANY CERTIFICATE DELIVERED BY 4.1, SUCH SUBJECT ASSETS ARE “AS IS, WHERE IS” ON THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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 REPRESENTATIVESDATE HEREOF, AND (III) BUYER HAS NOT RELIED IN THEIR PRESENT CONDITION, AND PURCHASER SHALL RELY ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT ITS OWN EXAMINATION AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, INVESTIGATION THEREOF. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER AS EXPRESSLY SET FORTH IN THIS SECTION 6 4.1 OR THE OTHER TRANSACTION DOCUMENTS, THE SELLER IS NOT, DIRECTLY OR INDIRECTLY, MAKING ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE REPRESENTATIONS OR WARRANTIES REGARDING FINANCIAL PROJECTIONS OR OTHER FORWARD LOOKING STATEMENTS OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYERSELLER, THE AFFILIATES OF BUSINESS OR THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYASSETS.

Disclaimer of Other Representations and Warranties. (aEXCEPT AS TO THE REPRESENTATIONS, WARRANTIES AND INDEMNITIES EXPRESSLY SET FORTH HEREIN AND SUBJECT TO SUBSECTION 3(c)(v) BUYER ACKNOWLEDGES ABOVE, NO COMPANY IN THE HECLA 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 ANY MEMBER OF THE RIO TINTO GROUP AND AGREES THATTHE COMPANIES OR FOR ANY OMISSIONS FROM, EXCEPT FOR OR FAILURE TO CORRECT ANY INFORMATION CONTAINED IN, SUCH INFORMATION AS AFORESAID. EACH COMPANY IN THE HECLA GROUP EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATING TO OR RESULTING FROM THE USE OF SUCH OTHER INFORMATION BY THE COMPANIES OR ANY MEMBER OF THE RIO TINTO GROUP OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES. ONLY THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS EXPRESSLY SET FORTH IN THIS SECTION 5 OR 3, SUBJECT TO THE OTHER LIMITATIONS AND RESTRICTIONS SPECIFIED IN THIS AGREEMENT, WILL HAVE ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE LEGAL EFFECT WITH RESPECT TO ANY INFORMATION PROVIDED TO ANY MEMBER OF THE SELLERSRIO TINTO GROUP OR THE COMPANIES. WITHOUT LIMITING THE FOREGOING, ANY AFFILIATE OF EXCEPT AS TO THE SELLERSREPRESENTATIONS, WARRANTIES AND INDEMNITIES EXPRESSLY SET FORTH HEREIN AND SUBJECT TO SUBSECTION 3(c)(v) ABOVE, NO COMPANY IN THE HECLA GROUP MAKES OR ANY OTHER PERSON MAKES GIVES ANY REPRESENTATION OR WARRANTY, EITHER WHETHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY COMPANY IN THE HECLA GROUP, 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 ANY MEMBER OF THE BUYERRIO TINTO GROUP OR THE COMPANIES AT ANY TIME PRIOR TO THE CLOSING AND IN ALL CASES, ITS AFFILIATESHECLA AND EACH COMPANY IN THE HECLA GROUP SPECIFICALLY EXCLUDE ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR AND THESE AND ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES SUCH REPRESENTATIONS OR WARRANTIES ARE 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYEXPRESSLY DISCLAIMED. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR OTHER THAN THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 MADE BY PARENT OR ANY CERTIFICATE EPD GROUP MEMBER IN THIS AGREEMENT, THE OTHER AGREEMENTS OR ANY CERTIFICATES DELIVERED BY THE SELLERS ANY EPD GROUP MEMBER AT THE CLOSING, (I) NONE OF PARENT AND THE SELLERS, EPD GROUP MEMBERS MAKE NO REPRESENTATIONS AND WARRANTIES INCLUDING ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIEDIMPLIED WARRANTIES, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY IN RESPECT OF THE INFORMATION PROVIDED PURCHASED ASSETS OR MADE AVAILABLE THE BUSINESS, INCLUDING WITH RESPECT TO THE BUYERMERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. PARENT HEREBY DISCLAIMS, ITS AFFILIATESAND BUYER HEREBY WAIVES, ANY OF THEIR RESPECTIVE REPRESENTATIVESCLAIM BASED ON ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE DISCLOSURE BY THE PARENT TO BUYER OR ITS AFFILIATES OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OFOF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA). PARENT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY PROJECTIONS, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, FORECASTS OR OTHER FORWARD-LOOKING FINANCIAL OR OTHER INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) PROVIDED TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESBUYER, AND (III) BUYER HAS NOT RELIED ON ACKNOWLEDGES THAT THERE IS NO ASSURANCE THAT ANY OTHER REPRESENTATION PROJECTED OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYFORECASTED RESULTS WILL BE ACHIEVED. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY TRANSACTION DOCUMENT, BUYER ACKNOWLEDGES AND AGREES THAT EACH SELLER (AND LEG) HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS, COVENANTS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR PHYSICAL CONDITION OF THE ASSETS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. BUYER AFFIRMS THAT: (1) IT HAS INVESTIGATED AND INSPECTED THE ASSETS AND IS FAMILIAR AND SATISFIED WITH THEIR PHYSICAL CONDITION; AND (2) HAS MADE ITS OWN DETERMINATION AS TO THE: (A) MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY AND PHYSICAL CONDITION OF THE ASSETS, AND (B) THE ASSETS’ SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. BUYER HEREBY ACCEPTS THE ASSETS IN THEIR PRESENT PHYSICAL CONDITION ON AN “AS IS”, “WHERE IS” BASIS, AND “WITH ALL FAULTS AND DEFECTS”, REGARDLESS OF HOW SUCH FAULTS AND DEFECTS WERE CAUSED OR CREATED (BY ANY SELLER’S OR LEG’S NEGLIGENCE, ACTIONS, OMISSIONS, OR FAULT, OR OTHERWISE), AND ACKNOWLEDGES THAT: (I) WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE, AND (II) SELLERS AND LEG SHALL NOT BE UNDER ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY OF THE ASSETS. SUBJECT TO BUYER’S RIGHTS UNDER: (1) THE OTHER PROVISIONS IN THIS AGREEMENT; AND (2) THE APPLICABLE TRANSACTION DOCUMENTS, EACH SELLER AND LEG ARE HEREBY EXPRESSLY RELEASED BY BUYER AND ITS SUCCESSORS AND ASSIGNS FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS, AND CLAIMS, KNOWN AND UNKNOWN, WHETHER BASED UPON NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING UNDER APPLICABLE LAWS, INCLUDING ANY OBLIGATIONS TO TAKE THE ASSETS BACK OR REDUCE THE BASE PURCHASE PRICE, OR ANY ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT BUYER OR ITS SUCCESSORS OR ASSIGNS MAY HAVE AGAINST ANY SELLER OR LEG OR THAT MAY ARISE IN THE FUTURE, ARISING FROM THE PHYSICAL CONDITION OF THE ASSETS OR RESULTING FROM OPERATION OF THE ASSETS, REGARDLESS OF HOW CAUSED OR CREATED (BY ANY SELLER’S OR LEG’S NEGLIGENCE, ACTIONS, OMISSIONS, OR FAULT, PURSUANT TO ANY STATUTORY SCHEME OF STRICT LIABILITY, OR OTHERWISE. BUYER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY EXPLAINED TO BUYER AND THAT IT FULLY UNDERSTANDS AND ACCEPTS THE SAME AS A CONDITION TO PROCEEDING WITH THIS TRANSACTION. BUYER ACKNOWLEDGES THAT EXCEPT FOR AS OTHERWISE PROVIDED IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT, NONE OF ANY SELLER’S OR LEG’S EMPLOYEES, AGENTS, OR REPRESENTATIVES HAS MADE ANY STATEMENTS OR REPRESENTATIONS CONTRARY TO THE REPRESENTATIONS AND WARRANTIES PROVISIONS OF THIS SECTION. EXCEPT AS SPECIFICALLY STATED HEREIN OR IN ANY TRANSACTION DOCUMENT, EACH OF THE SELLERS SET FORTH AND LEG MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY TITLE OPINION, DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION, OR MATERIALS NOW, HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN SECTION 5 OR CONNECTION WITH THE ASSETS, INCLUDING, WITHOUT LIMITATION, ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE DESCRIPTION OF THE SELLERSASSETS, THE PRICING ASSUMPTIONS, THE PHYSICAL CONDITION OF THE ASSETS, ANY AFFILIATE OF OTHER MATTERS CONTAINED IN THE SELLERSDATA, OR ANY OTHER PERSON MAKES MATERIALS FURNISHED OR MADE AVAILABLE TO BUYER BY ANY SELLER OR LEG, OR BY EACH SELLER’S OR LEG’S REPRESENTATIVES. IN ENTERING INTO AND PERFORMING THIS AGREEMENT, BUYER HAS RELIED, AND WILL RELY, IN ADDITION TO SELLER’S AND LEG’S REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND IN THE APPLICABLE TRANSACTION DOCUMENTS, ON BUYER’S INDEPENDENT INVESTIGATION OF, AND JUDGMENT WITH RESPECT TO, THE ASSETS AND THEIR VALUE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE TRANSACTION DOCUMENTS, SELLERS MAKE NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS IN RESPECT OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVESITSELF, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING, WITH RESPECT TO THE SELLERSCONDITION, THE AFFILIATES USEFULNESS OR ADEQUACY OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORASSETS, QUALITY, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, 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) CONFORMITY TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYSAMPLES. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 THIS ARTICLE 4 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGANCILLARY AGREEMENT, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) . EXCEPT FOR THE SELLERSREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR ANY ANCILLARY AGREEMENT, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESREPRESENTATIVES (INCLUDING ANY INFORMATION, AND (III) DOCUMENTS OR MATERIALS DELIVERED TO THE BUYER HAS NOT RELIED ON AND/OR MADE AVAILABLE IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER REPRESENTATION OR WARRANTY FORM IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THATOR AS TO THE FUTURE REVENUE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES PROFITABILITY OR SUCCESS OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE BUSINESS OF THE BUYER, ANY AFFILIATE OF THE BUYERGROUP COMPANIES, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS WARRANTY ARISING FROM STATUTE OR IMPLIED, AT LAW OR OTHERWISE IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF LAW. EACH SELLER ACKNOWLEDGES THAT THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY ITS AFFILIATES MAY POSSESS MATERIAL NONPUBLIC INFORMATION REGARDING THE BUYER AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITINGINCLUDING ARES) NOT KNOWN TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVESTHE LANDMARK PARTNERS THAT MAY IMPACT THE VALUE OF THE ARES OPERATING GROUP UNITS, CLASS MIRROR UNITS, AND (III) NO SELLER HAS RELIED ON 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 SUCH OTHER REPRESENTATION AND WARRANTY IS MORE GENERAL OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT MORE SPECIFIC, NARROWER OR BROADER OR OTHERWISE, WILL NOT AFFECT THE INCORRECTNESS OR BREACH OF SUCH PARTICULAR REPRESENTATION AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYWARRANTY.

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 (a) BUYER ACKNOWLEDGES AND AGREES THATINCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 THIS ARTICLE V, NO SELLER AFFILIATES OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, THEIR RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THIS AGREEMENT, THE ACCURACY 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 COMPLETENESS OF APPROVALS REQUIRED IN CONNECTION THEREWITH) OR ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT THE ACQUISITION (INCLUDING ANY FORECASTS, PROJECTIONS, ESTIMATES OR BUDGETS), INCLUDING ANY WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED; PROVIDED, HOWEVER, THAT, EXCEPT FOR NOTWITHSTANDING ANYTHING HEREIN TO THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 CONTRARY OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGOTHERWISE, (I) NONE OF THE FOREGOING SHALL BE DEEMED TO AMEND, MODIFY, REDUCE OR WAIVE IN ANY MANNER BUYER’S RIGHTS, ANY AFFILIATE OF BENEFITS AND REMEDIES UNDER THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYR&W INSURANCE POLICY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR §3 AND THIS §4, NEITHER THE COMPANY NOR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR 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 IN RESPECT OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVESCOMPANY, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE SELLERSCONDITION, THE AFFILIATES USEFULNESS OR ADEQUACY OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORASSETS, QUALITY, MERCHANTABILITY AND/OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OFFITNESS FOR A PARTICULAR PURPOSE, ANY REPRESENTATIONMARKETABILITY, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) CONFORMITY TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESSAMPLES, AND (III) BUYER HAS NOT RELIED ON ANY SUCH OTHER REPRESENTATION REPRESENTATIONS OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED THIS §4 ARE MADE EXCLUSIVELY BY THE COMPANY AND THE BUYER AT THE CLOSING, (I) NONE SHALL HAVE NO RECOURSE AGAINST ANY SELLER AS A RESULT OF THE BUYER, A BREACH OF ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY SUCH REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIEDOTHER THAN WITH RESPECT TO BREACHES OF REPRESENTATIONS, AT LAW OR WARRANTIES AND COVENANTS DISCLOSED PRIOR TO CLOSING IN EQUITYACCORDANCE WITH §5(E) AND THE ESCROW AMOUNT AS PROVIDED IN §8. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE ACCURACY 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 COMPANY AND EACH SELLER HEREBY DISCLAIMS ANY CLAIMS BY BUYER FOR DAMAGES BECAUSE OF LATENT VICES OR COMPLETENESS OF ANY DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE INTENTION OF THE INFORMATION PROVIDED OR MADE AVAILABLE COMPANY, SELLERS AND BUYER THAT, SUBJECT TO THE SELLERS, ITS AFFILIATES, ANY TERMS OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYERTHIS AGREEMENT, THE AFFILIATES ASSETS ARE TO BE ACCEPTED BY BUYER IN THEIR PRESENT CONDITION AND STATE OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYREPAIR.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES NONE OF PARENT, THE SELLERS, THE MEMBERS OF THE COMPANY GROUP, ANY RESPECTIVE AFFILIATES THEREOF, OR ANY ADVISERS OR REPRESENTATIVES (FINANCIAL, LEGAL OR OTHERWISE) OF ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE SELLERS, ANY MEMBER OF THE COMPANY GROUP OR THEIR BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN, WITH RESPECT TO THE COMPANY GROUP, SOLELY THOSE REPRESENTATIONS AND AGREES THATWARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III AND THE CLOSING CERTIFICATE AND, EXCEPT FOR THE WITH RESPECT TO A SELLER OR PARENT, SOLELY THOSE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SUCH SELLER OR PARENT EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY ARTICLE III AND ARTICLE IV HEREOF AND THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYCLOSING CERTIFICATE. (b) SELLERS ACKNOWLEDGE AND AGREE THATWithout limiting the generality of the foregoing, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGnone of Parent, the Sellers, the Company Group or any respective Affiliates or Representatives thereof have made, and shall not be deemed to have made, any representations or warranties in the information or materials relating to any member of the Company Group or their businesses made available to Buyer and its Affiliates, including any projections, due diligence materials, data room materials, or in any presentation by management of the Company Group or others in connection with the transactions contemplated hereby (I) NONE OF THE BUYERincluding that certain Project Hestia: Information Packet, ANY AFFILIATE OF THE BUYERdated October 2020, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYor Project Hestia: Management Presentation, EITHER EXPRESS OR IMPLIEDdated December 2020, AT LAW OR IN EQUITYprovided to Buyer related to the transactions contemplated hereby), TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERSand no statement contained in any of such information or materials or made in any such presentation shall be deemed a representation or warranty hereunder or relied upon by Buyer in executing, ITS AFFILIATESdelivering and performing this Agreement, ANY OF THEIR RESPECTIVE REPRESENTATIVESthe other Transaction Documents and the transactions contemplated hereby and thereby. As further provided in Section 5.9 herein, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYERBuyer expressly acknowledges the foregoing disclaimer by Parent, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYthe Companies and Sellers and disclaims reliance on any representations and warranties other than as expressly set forth in Article III and Article IV of this Agreement.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THATNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR AS EXPRESSLY SET FORTH IN THIS ARTICLE 4 (OR IN THE CORRESPONDING REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGCOMPANY OFFICER’S CERTIFICATE), (IA) NONE OF THE SELLERSCOMPANY OR XXXXXXXX HOLDCO OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKES, ANY AFFILIATE AND EACH OF THE SELLERSPARENT PARTIES WAIVES, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THIS (I) AGREEMENT, (II) THE CONTEMPLATED TRANSACTIONS, (III) THE TRANSACTION DOCUMENTS, (IV) THE ASSETS OF THE COMPANY GROUP (INCLUDING THE XXXXXXXX REAL PROPERTY, THE FACILITIES (OR CAPACITY THEREOF), TANGIBLE PERSONAL PROPERTY AND BUSINESS INTELLECTUAL PROPERTY RIGHTS), (V) THE LIABILITIES OF THE COMPANY GROUP, (VI) THE COMPANY LLC INTERESTS, (VII) THE CONDITION, PROSPECTS OR PERFORMANCE (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE BUSINESS, THE ASSETS OR THE LIABILITIES OF THE COMPANY GROUP, (VIII) ANY PROJECTION, ESTIMATE OR BUDGET DELIVERED OR MADE AVAILABLE TO THE PARENT PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF), FUTURE PERFORMANCE OR FUTURE CAPACITY, OR (IX) ANY OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO THE PARENT PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE COMPANY LLC INTERESTS, THE BUSINESS, THE ASSETS, THE LIABILITIES OR THE OPERATIONS OF THE COMPANY GROUP, AND (B) ALL OF THE ASSETS TO BE TRANSFERRED OR THE LIABILITIES TO BE ASSUMED OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN ACCORDANCE WITH THIS AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN “AS IS, WHERE IS” AND “WITH ALL KNOWN AND UNKNOWN FAULTS” BASIS, AND (C) ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FAILURE OF AN ESSENTIAL PURPOSE, CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, OR OTHERWISE ARE EXPRESSLY DISCLAIMED BY THE COMPANY AND XXXXXXXX HOLDCO AND ARE WAIVED BY EACH OF THE PARENT PARTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, FINANCIAL OR OTHER PROJECTIONS, AS WELL AS ANY OTHER INFORMATION, DOCUMENTS OR OTHER MATERIALS (INCLUDING ANY SUCH MATERIALS CONTAINED IN ANY “DATA ROOM” OR REVIEWED BY ANY PARENT PARTY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES) OR MANAGEMENT PRESENTATIONS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO ANY PARENT PARTY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES ARE NOT AND WILL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF THE COMPANY OR XXXXXXXX HOLDCO OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES AND NO REPRESENTATION OR WARRANTY IS MADE AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, FOREGOING EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER AS MAY BE EXPRESSLY SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED THIS ARTICLE 3 ARE THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS AT SELLER WITH RESPECT TO THE CLOSINGSHARES, (I) NONE OF THE SELLERSSELLER, ANY AFFILIATE OF THE SELLERS, ACQUIRED COMPANIES OR ANY OTHER PERSON MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 3, THE SELLER IS SELLING THE SHARES TO THE PURCHASER “AS IS” AND “WHERE IS” AND WITH ALL FAULTS, AND MAKES ANY REPRESENTATION OR NO WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO ANY MATTER WHATSOEVER RELATING TO THE ACCURACY OR COMPLETENESS OF ANY OF SHARES, THE INFORMATION PROVIDED OR MADE AVAILABLE TO SELLER, THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, ACQUIRED COMPANIES OR ANY OTHER PERSON MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT INCLUDING AS TO (a) MERCHANTABILITY OR FITNESS FOR THEIR BENEFIT; ANY PARTICULAR USE OR PURPOSE, (IIb) THE SELLERS, THE AFFILIATES OPERATION OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, BUSINESS OF THE ACQUIRED COMPANIES AFTER THE CLOSING IN ANY MANNER OR ANY USE BY (c) THE BUYER PROBABLE SUCCESS OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO PROFITABILITY OF THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON BUSINESS OF THE ACQUIRED COMPANIES AFTER THE CLOSING. ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYIS EXPRESSLY DISCLAIMED. Other than the indemnification obligations of the Seller set forth in the Seller Indemnification Articles, and except as otherwise provided in Section 8.6 of this Agreement, neither the Seller nor any of its Affiliates, or any of their respective Representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser, its Affiliates or their respective Representatives of, or the Purchaser’s use of, any information relating to the Seller, the Shares, the Acquired Companies or any of their respective Affiliates, including any descriptive memoranda, 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 “break-out” discussion, response to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT OR CONTAINED IN THE REPRESENTATIONS AND WARRANTIES CERTIFICATE DELIVERED ON BEHALF OF THE SELLERS SET FORTH SELLER AT CLOSING PURSUANT TO SECTION 2.08(C) OR CONTAINED IN SECTION 5 ANY TRANSACTION DOCUMENT, SELLER MAKES NO AND EXPRESSLY DISCLAIMS EACH AND EVERY WARRANTY OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGREPRESENTATION, (I) NONE OF THE SELLERSEXPRESS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS STATUTORY OR IMPLIED, AT LAW OR IN EQUITY, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE INTERESTS OR THE PROPERTIES OR AS TO THE QUALITY OR QUANTITY OF OIL, GAS AND OTHER HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS OR PROPERTIES OR THE ABILITY OF THE INFORMATION PROVIDED OR MADE AVAILABLE PROPERTIES TO THE BUYERPRODUCE OIL, ITS AFFILIATESGAS AND OTHER HYDROCARBONS, (B) TITLE TO ANY OF THEIR RESPECTIVE REPRESENTATIVESTHE PROPERTIES, (C) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES REPORT OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORANY PETROLEUM ENGINEERING CONSULTANT, OR ANY USE GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE PROPERTIES, (D) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE PROPERTIES, (E) ANY ESTIMATES OF THE VALUE OF THE PROPERTIES OR FUTURE REVENUES GENERATED 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGPROPERTIES, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (IIF) THE BUYERPRODUCTION OF HYDROCARBONS FROM THE PROPERTIES, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITINGG) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.THE

Disclaimer of Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III, NONE OF THE COMPANY, ITS SUBSIDIARIES OR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, WITH RESPECT THE COMPANY OR ANY OF ITS SUBSIDIARIES, AND THE COMPANY AND ITS SUBSIDIARIES EXPRESSLY DISCLAIM, AND THE ACQUIROR PARTIES ACKNOWLEDGE THEY HAVE NOT RELIED ON, ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY OTHER PERSON (a) BUYER ACKNOWLEDGES AND AGREES THATINCLUDING THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR ADVISORS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH CONTAINED IN SECTION 5 OR ANY CERTIFICATE DELIVERED THIS ‎ARTICLE III (AS MODIFIED BY THE SELLERS AT DISCLOSURE LETTER), THE CLOSINGCOMPANY HEREBY EXPRESSLY DISCLAIMS, (I) NONE OF AND THE SELLERSACQUIROR PARTIES ACKNOWLEDGE THEY HAVE NOT RELIED ON, ANY AFFILIATE OF THE SELLERS, 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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 ACQUIROR OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HERETOFORE HAVE BEEN OR MAY HEREAFTER BE MADE AVAILABLE TO ACQUIROR OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED WHETHER IN ANY “DATA ROOMS,” “MANAGEMENT PRESENTATIONS,” OR “BREAK-OUT SESSIONS,” IN RESPONSE TO QUESTIONS SUBMITTED BY OR ON BEHALF OF ACQUIROR OR OTHERWISE BY ANY OTHER REPRESENTATION DIRECTOR, MANAGER, OFFICER, EMPLOYEE, AGENT, ADVISOR, CONSULTANT, OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REPRESENTATIVE OF THE BUYER SET FORTH IN SECTION 6 COMPANY OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAFFILIATES).

Disclaimer of Other Representations and Warranties. (a) THE BUYER ACKNOWLEDGES AND AGREES THATHAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, OF ANY NATURE WHATSOEVER RELATING TO THE ACCURACY BUYER OR COMPLETENESS OF ANY THE BUSINESS OF THE INFORMATION PROVIDED BUYER OR MADE AVAILABLE TO OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 5. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE BUYER NOR ANY REPRESENTATIVE OF THE BUYER, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVESEMPLOYEES, OFFICERS, DIRECTORS OR STOCKHOLDERS, HAS MADE, AND SHALL NOT BE DEEMED TO HAVE MADE, ANY 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 OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES PRESENTATION OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BUSINESS OF THE BUYER BY MANAGEMENT OF THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR OTHERS IN WRITING) TO CONNECTION WITH THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESTRANSACTIONS CONTEMPLATED HEREBY, AND (III) BUYER HAS NOT RELIED ON NO STATEMENT CONTAINED IN ANY OTHER 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 CONNECTION WITH ENTERING INTO EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (bc) SELLERS ACKNOWLEDGE AND AGREE THATOTHER THAN AS PERMITTED PURSUANT TO THIS AGREEMENT, EXCEPT FOR FRAUD OR WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN THIS SECTION 6 5, THEY BUYER SHALL NOT BE SUBJECT TO ANY LIABILITY (INCLUDING ANY CLAIM BASED UPON FRAUDULENT INDUCEMENT) ARISING OUT OF, RELATING TO OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYERRESULTING FROM, ANY AFFILIATE OF THE BUYEROTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ANY OTHER PERSON MAKES ANY REPRESENTATION ORAL, COMMON LAW OR WARRANTYSTATUTORY, EITHER 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 SELLERS, ITS AFFILIATESTARGET COMPANIES OF, ANY OF THEIR RESPECTIVE REPRESENTATIVESADVICE, DOCUMENT, OR OTHER INFORMATION REGARDING THE BUYER OR ITS BUSINESS, FINANCIAL CONDITION AND ASSETS (INCLUDING THE CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY OTHER PERSON FOR THEIR BENEFIT; (IIASSETS) OR LIABILITIES OF THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYINCLUDING FORWARD-LOOKING STATEMENTS. 6.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THIS ARTICLE 4, THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) . EXCEPT IN RESPECT OF A CLAIM FOR FRAUD BY SUCH SELLER OR FOR THE SELLERSREPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESREPRESENTATIVES (INCLUDING ANY INFORMATION, AND (III) DOCUMENTS OR MATERIALS DELIVERED TO THE BUYER HAS NOT RELIED ON OR MADE AVAILABLE IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER REPRESENTATION OR WARRANTY FORM IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THATOR AS TO THE FUTURE REVENUE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES PROFITABILITY OR SUCCESS OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE BUSINESS OF THE BUYER, ANY AFFILIATE OF THE BUYERGROUP 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYLAW.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THATNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERSSELLER, ANY AFFILIATE OF THE SELLERS, ITS AFFILIATES OR ANY OTHER PERSON THEIR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING HEREIN TO THE ACCURACY OR COMPLETENESS CONTRARY, EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, NONE OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYERSELLER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR THEIR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, MAKES OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE ACCURACY (I) MERCHANTABILITY OR COMPLETENESS OF FITNESS FOR ANY OF THE INFORMATION PROVIDED PARTICULAR USE OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, PURPOSE OR ANY OTHER PERSON FOR THEIR BENEFITWARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS); (II) THE OPERATION OF THE COMPANY BY BUYER AFTER THE CLOSING; OR (III) THE PROBABLE SUCCESS, PROFITABILITY OR PROSPECTS OF THE COMPANY AFTER THE CLOSING AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. (b) NONE OF SELLER, ITS AFFILIATES OR THEIR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER, ITS REPRESENTATIVES OR TO ANY OTHER PERSON RESULTING FROM THE AFFILIATES OF THE DISTRIBUTION TO BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOROR ITS REPRESENTATIVES, OR ANY BUYER’S OR ITS REPRESENTATIVES’ USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATIONINFORMATION RELATING TO THE COMPANY, WARRANTYINCLUDING THE CONFIDENTIAL INFORMATION MEMORANDUM OF THE COMPANY AND ANY INFORMATION, PROJECTIONDOCUMENTS, FORECASTPROJECTIONS, STATEMENTFORECASTS, BUSINESS PLANS, OFFERING MATERIALS OR INFORMATION MADEOTHER MATERIAL MADE AVAILABLE TO BUYER OR ITS REPRESENTATIVES OR POTENTIAL FINANCING SOURCES, COMMUNICATED, OR FURNISHED (WHETHER ORALLY OR IN WRITING) , IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO THE SELLERS QUESTIONS SUBMITTED ON BEHALF OF BUYER OR THEIR RESPECTIVE AFFILIATES ITS REPRESENTATIVES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON IN ANY OTHER REPRESENTATION OR WARRANTY FORM IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT.

Disclaimer of Other Representations and Warranties. (a) BUYER PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN OR WILL BE GIVEN THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF THE SITES AND AGREES 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 FOR SELLER'S REPRESENTATION AND WARRANTIES IN THIS AGREEMENT OR IN ANY 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 TOTAL CONSIDERATION EXCEPT FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND THAT, EXCEPT FOR THE SELLER’S REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 THIS AGREEMENT OR IN ANY CERTIFICATE DOCUMENT DELIVERED OR TO BE DELIVERED BY THE SELLERS SELLER IN CONNECTION WITH THIS AGREEMENT OR AT THE CLOSING, (I) NONE THE SALE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY ASSETS AND OTHER PERSON MAKES ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTYWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITYFITNESS FOR A PARTICULAR PURPOSE, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES SELLER DOES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR RENOUNCE 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY SUCH 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) The representations and warranties by Selling Shareholders and the Trusts expressly and specifically set forth in Article 4 and Article 5 and the Schedules constitute the sole and exclusive representations, warranties and statements of any kind of the Selling Shareholders or the Trusts to Buyer in connection with the Transactions. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS COMPANY, SELLING SHAREHOLDERS AND THE TRUSTS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THIS AGREEMENT AND THE SELLERS AT THE CLOSINGSCHEDULES ATTACHED HERETO, (I) NONE OF SELLING SHAREHOLDERS, THE SELLERSCOMPANY, ANY AFFILIATE OF THE SELLERS, TRUSTS OR ANY OTHER PERSON MAKES (INCLUDING, ANY REPRESENTATION AFFILIATE, MANAGER, OFFICER, EMPLOYEE, SHAREHOLDER, AGENT OR WARRANTYREPRESENTATIVE OF ANY OF THE FOREGOING, EITHER WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND BUYER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AT LAW STATUTORY OR IN EQUITYOTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY MATTER CONCERNING ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERSSELLING SHAREHOLDERS, THE AFFILIATES COMPANY, THE TRUSTS, THE BUSINESS OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORCOMPANY, 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. (b) SELLERS ACKNOWLEDGE AND AGREE THATIn connection with the investigation by Buyer of the Company and the Business, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGBuyer has received from the Company or Selling Shareholders projections, (I) NONE OF THE BUYERforward-looking statements and other forecasts and business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make estimates, ANY AFFILIATE OF THE BUYERprojections and other forecasts and plans, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYthat it is familiar with such uncertainties and that it shall have no claim against any Person with respect thereto, EITHER EXPRESS OR IMPLIEDregardless of the legal theory under which such liability or obligation may be sought to be imposed, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.whether sounding in

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED THIS ARTICLE 3 ARE THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS AT WITH RESPECT TO THE CLOSINGSHARES, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, ACQUIRED COMPANIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 3, THE SELLERS ARE SELLING THE SHARES TO THE PURCHASER "AS IS" AND "WHERE IS" AND WITH ALL FAULTS, AND MAKE NO WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO ANY MATTER WHATSOEVER RELATING TO THE ACCURACY OR COMPLETENESS OF ANY OF SHARES, THE INFORMATION PROVIDED OR MADE AVAILABLE TO SELLERS, THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, ACQUIRED COMPANIES OR ANY OTHER PERSON MATTER RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT INCLUDING AS TO (I) MERCHANTABILITY OR FITNESS FOR THEIR BENEFIT; ANY PARTICULAR USE OR PURPOSE, (II) THE SELLERS, THE AFFILIATES OPERATION OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, BUSINESS OF THE ACQUIRED COMPANIES AFTER THE CLOSING IN ANY MANNER 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, AND (III) BUYER HAS NOT RELIED ON THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS OF THE ACQUIRED COMPANIES AFTER THE CLOSING. ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYIS EXPRESSLY DISCLAIMED. Other than the indemnification obligations of the Sellers set forth in the Indemnification Articles, none of the Sellers, the Acquired Companies, any of their Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser's use of, any information relating to the Sellers, the Acquired Companies or any of their Affiliates, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain "data rooms," management presentations, functional "break-out" discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THATNOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF EXPRESSLY MADE BY SELLER IN THIS ARTICLE III, NEITHER SELLER, THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERSCOMPANY, ANY SUBSIDIARY OR AFFILIATE OF THE SELLERS, OR 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 RESPECTIVE REPRESENTATIVES, SUBSIDIARIES OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND OR THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORBUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER OR ANY USE BY THE BUYER OR OF ITS AFFILIATES OR REPRESENTATIVES OFOF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, ONE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO MORE OF THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESFOREGOING, AND (PURCHASER HEREBY ACKNOWLEDGES AND CONFIRMS THAT, OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III) BUYER , IT HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY INFORMATION IN CONNECTION WITH ENTERING INTO DETERMINING TO EXECUTE THIS AGREEMENT AND CONSUMMATING THE OTHER TRANSACTION DOCUMENTS OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THATHEREBY OR THEREBY, INCLUDING ANY OF THE FORECASTS OR PROJECTIONS MADE AVAILABLE DURING DUE DILIGENCE OR OTHERWISE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH EXPRESSLY MADE BY SELLER IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGTHIS ARTICLE III, (I) NONE OF THE BUYERALL OTHER REPRESENTATIONS AND WARRANTIES, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER WHETHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE ARE EXPRESSLY DISCLAIMED BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYSELLER.

Disclaimer of Other Representations and Warranties. (a) BUYER 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 FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND THAT, EXCEPT FOR THE EACH SELLER’S REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED THIS AGREEMENT, THE SCHEDULES ATTACHED HERETO AND THE SELLER DOCUMENTS, THE SALE OF ASSETS AND OTHER TRANSACTIONS CONTEMPLATED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTYWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AT LAW INCLUDING ANY WARRANTY OF PROFITABILITY, INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR IN EQUITYFITNESS FOR A PARTICULAR PURPOSE, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE AND SELLERS AND THEIR RESPECTIVE REPRESENTATIVES DO HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR RENOUNCE 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY SUCH REPRESENTATION OR WARRANTY. 8.1 Landlord Estoppels. Prior to Closing, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYSellers shall exert their good faith efforts to obtain from the fee owner under each Purchased Leased Real Property an estoppel in the form attached as Exhibit 8.1.

Disclaimer of Other Representations and Warranties. (a) The representations and warranties by the Company, Selling Shareholders and the Trusts expressly and specifically set forth in Article 4 and Article 5 and the Schedules constitute the sole and exclusive representations, warranties and statements of any kind of the Company, Selling Shareholders or the Trusts to Buyer in connection with the Transactions. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS COMPANY AND SELLING SHAREHOLDERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THIS AGREEMENT AND THE SELLERS AT THE CLOSINGSCHEDULES ATTACHED HERETO, (I) NONE OF SELLING SHAREHOLDERS, THE SELLERS, ANY AFFILIATE OF THE SELLERS, COMPANY OR ANY OTHER PERSON MAKES (INCLUDING, ANY REPRESENTATION AFFILIATE, MANAGER, OFFICER, EMPLOYEE, SHAREHOLDER, AGENT OR WARRANTYREPRESENTATIVE OF ANY OF THE FOREGOING, EITHER WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND BUYER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AT LAW STATUTORY OR IN EQUITYOTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY MATTER CONCERNING ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS41 11671355.13 SELLING SHAREHOLDERS, THE AFFILIATES COMPANY, THE BUSINESS OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORCOMPANY, 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. (b) SELLERS ACKNOWLEDGE AND AGREE THATIn connection with the investigation by Buyer of the Company and the Business, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGBuyer has received from the Company or Selling Shareholders projections, (I) NONE OF THE BUYERforward-looking statements and other forecasts and business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make estimates, ANY AFFILIATE OF THE BUYERprojections and other forecasts and plans, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYthat it is familiar with such uncertainties and that it shall have no claim against any Person with respect thereto, EITHER EXPRESS OR IMPLIEDregardless of the legal theory under which such liability or obligation may be sought to be imposed, AT LAW OR IN EQUITYwhether sounding in contract or tort, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERSor whether at law or in equity or otherwise. Neither the Company, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYthe Selling Shareholders or the Trusts makes any representations or warranties regarding the probable success or future profitability of the Company or the Business.

Disclaimer of Other Representations and Warranties. THE COMPANY HEREBY ACKNOWLEDGES (aON BEHALF OF ITSELF AND THE OTHER TARGET COMPANIES) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR AS EXPRESSLY PROVIDED IN ARTICLE IV (OR IN THE REPRESENTATIONS AND WARRANTIES ANCILLARY AGREEMENTS), NEITHER SPAC NOR ANY OF THE SELLERS SET FORTH IN SECTION 5 ITS AFFILIATES OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGREPRESENTATIVES HAS MADE, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERSIS MAKING, OR SHALL BE DEEMED TO MAKE ANY OTHER PERSON MAKES ANY (AND THE COMPANY 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 AFFILIATESTARGET COMPANIES, ANY OF THEIR RESPECTIVE REPRESENTATIVESAFFILIATES OR REPRESENTATIVES OR ANY OTHER 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 TARGET COMPANIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY SPAC IN ARTICLE 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 TARGET COMPANIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON FOR THEIR BENEFITANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO: (I) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO THEM BY OR ON BEHALF OF SPAC IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS; (II) THE SELLERSANY MANAGEMENT PRESENTATION, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (III) ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, FINANCIAL PROJECTION, FORECAST, STATEMENTESTIMATE, BUDGET OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) SIMILAR ITEM RELATING TO THE BUYER SPAC OR ITS AFFILIATES OR REPRESENTATIVESBUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS. THE COMPANY HEREBY ACKNOWLEDGES (IIION BEHALF OF ITSELF AND THE OTHER TARGET COMPANIES) BUYER THAT IT HAS NOT RELIED ON ANY OTHER PROMISE, REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER THAT IS NOT EXPRESSLY SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE ARTICLE IV OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS ARTICLE 7, DESAL AND WESI MAKE NO, AND DISCLAIM AND WAIVE AND REPRESENT AND WARRANT THAT EACH HAS NOT RELIED UPON ANY, WARRANTY OR REPRESENTATION OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGKIND, (I) NONE OF THE SELLERSEITHER EXPRESS, ANY AFFILIATE OF THE SELLERSIMPLIED, STATUTORY, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYOTHERWISE, EITHER EXPRESS OR IMPLIEDINCLUDING, AT LAW OR IN EQUITYWITHOUT LIMITATION, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION, OR MATERIALS NOW, HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO WESI IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO (A) TITLE TO OR LIENS AGAINST ANY ASSIGNED INTEREST, (B) THE BUYERCONTENTS, ITS AFFILIATESCHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, ANY REPORT OF THEIR RESPECTIVE REPRESENTATIVES, ANY PETROLEUM ENGINEERING CONSULTANT OR ANY GEOLOGICAL, SEISMIC DATA, RESERVE DATA, RESERVE REPORTS, RESERVE INFORMATION (ANY ANALYSIS OR INTERPRETATION THEREOF) RELATING TO AN ASSIGNED INTEREST, (C) ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERSMATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO WESI, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR THEIR 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. BY THIS DOCUMENT OR ANY DISCUSSION OR PRESENTATION RELATING HERETO, (bD) SELLERS ACKNOWLEDGE AND AGREE THATTHE QUANTITY, EXCEPT FOR QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM ANY ASSIGNED INTEREST, (E) THE REPRESENTATIONS AND WARRANTIES EXISTENCE OF ANY PROSPECT, RECOMPLETION, INFILL OR STEP-OUT DRILLING OPPORTUNITIES, (F) ANY ESTIMATES OF THE BUYER SET FORTH IN SECTION 6 VALUE OF ANY ASSIGNED INTEREST OR ANY CERTIFICATE DELIVERED FUTURE REVENUES GENERATED BY THE BUYER AT THE CLOSINGSUCH ASSIGNED INTEREST, (IG) NONE THE PRODUCTION OF PETROLEUM SUBSTANCES FROM ANY ASSIGNED INTEREST OR WHETHER PRODUCTION HAS BEEN CONTINUOUS OR OTHERWISE COMPLIED WITH THE TERMS OF THE BUYERLICENCE, (H) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF ANY AFFILIATE OF ASSIGNED INTEREST. DESAL FURTHER DISCLAIMS, AND THE BUYERWESI WAIVES, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR IN EQUITY, CONFORMITY TO THE ACCURACY MODELS OR COMPLETENESS SAMPLES OF MATERIALS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERSEQUIPMENT, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER IT BEING EXPRESSLY UNDERSTOOD AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE AGREED BY THE SELLERS PARTIES HERETO THAT EXCEPT AS SET FORTH ABOVE ANY ASSIGNED INTEREST BEING TRANSFERRED IS TRANSFERRED ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS AND DEFECTS AND THAT WESI HAS MADE OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) CAUSED TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.BE MADE SUCH INSPECTIONS AS WESI DEEMS APPROPRIATE. Discovery to WESI Farmout Agreement 28

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THIS ARTICLE 5, THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY COMPANY 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 RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) . EXCEPT IN RESPECT OF A CLAIM FOR FRAUD BY THE SELLERSCOMPANY OR FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 5, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES COMPANY 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, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESREPRESENTATIVES (INCLUDING ANY INFORMATION, AND (III) DOCUMENTS OR MATERIALS DELIVERED TO THE BUYER HAS NOT RELIED ON OR MADE AVAILABLE IN THE DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER REPRESENTATION OR WARRANTY FORM IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THATOR AS TO THE FUTURE REVENUE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES PROFITABILITY OR SUCCESS OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE BUSINESS OF THE BUYER, ANY AFFILIATE OF THE BUYERGROUP 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY ARISING FROM STATUTE OR OTHERWISE IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYLAW.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES EXCEPT AS EXPRESSLY AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SPECIFICALLY SET FORTH IN SECTION 5 THIS ARTICLE 4 OR IN ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGPURSUANT TO THIS AGREEMENT, (I) NONE OF THE SELLERSCOMPANY, ANY AFFILIATE SUBSIDIARY OF THE SELLERSCOMPANY, ANY NONPARTY AFFILIATE, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING WITH REGARD TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYERPARENT, ITS AFFILIATESMERGER SUB, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) . EXCEPT FOR THE SELLERSREPRESENTATIONS AND WARRANTIES EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS ARTICLE 4 OR IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES COMPANY HEREBY DISCLAIM DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER PARENT, MERGER SUB OR ITS ANY OF THEIR AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE BUYER PARENT, MERGER SUB OR ITS ANY OF THEIR AFFILIATES OR REPRESENTATIVES. NOTHING IN THIS AGREEMENT, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY INCLUDING THIS SECTION 4.23, SHALL IMPAIR THE RIGHT OF PARENT TO BRING A CLAIM IN CONNECTION RESPECT OF FRAUD WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR RESPECT TO THE REPRESENTATIONS AND WARRANTIES OF THE BUYER EXPRESSLY AND SPECIFICALLY SET FORTH IN SECTION 6 THIS ARTICLE 4 OR IN ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, PURSUANT TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THATNOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF EXPRESSLY MADE BY SELLER IN THIS ARTICLE III OR IN THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY SELLER PURSUANT TO SECTION 6.2(D), NEITHER SELLER, THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERSCOMPANY, ANY SUBSIDIARY OR AFFILIATE OF THE SELLERS, OR 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 RESPECTIVE REPRESENTATIVES, SUBSIDIARIES OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND OR THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORBUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PURCHASER OR ANY USE BY THE BUYER OR OF ITS AFFILIATES OR REPRESENTATIVES OFOF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY REPRESENTATIONONE OR MORE OF THE FOREGOING, WARRANTYAND PURCHASER HEREBY ACKNOWLEDGES AND CONFIRMS THAT, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS ARTICLE III OR IN WRITING) THE CERTIFICATE DELIVERED BY SELLER PURSUANT TO THE BUYER OR ITS AFFILIATES OR REPRESENTATIVESSECTION 6.2(D), AND (III) BUYER IT HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY INFORMATION IN CONNECTION WITH ENTERING INTO DETERMINING TO EXECUTE THIS AGREEMENT AND CONSUMMATING THE OTHER TRANSACTION DOCUMENTS OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THATHEREBY OR THEREBY, INCLUDING ANY OF THE FORECASTS OR PROJECTIONS MADE AVAILABLE DURING DUE DILIGENCE OR OTHERWISE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF EXPRESSLY MADE BY SELLER IN THIS ARTICLE III OR IN THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGSELLER PURSUANT TO SECTION 6.2(D), (I) NONE OF THE BUYERALL OTHER REPRESENTATIONS AND WARRANTIES, ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER WHETHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE ARE EXPRESSLY DISCLAIMED BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYSELLER.

Disclaimer of Other Representations and Warranties. (aA) BUYER ACKNOWLEDGES AND AGREES THATExcept as expressly set forth in this Section 3(a) and in any Ancillary Agreements to which such Seller is a party, no Seller makes any representation or warranty, express or implied, at law or in equity, including in respect of the Company or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. For the avoidance of doubt, the foregoing shall not diminish, minimize, alter or otherwise modify the Sellers’ indemnification obligations set forth in Section 8 of this Agreement or set forth in any Ancillary Agreements to which any Seller is a party. (B) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF MADE BY THE RESPECTIVE SELLERS EXPRESSLY SET FORTH IN THIS SECTION 3(a), THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED 4 AND THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS AT OR THE CLOSINGCOMPANY IN ANY ANCILLARY AGREEMENTS, (I) NONE NEITHER THE COMPANY, THE SELLERS NOR ANY OF THE SELLERSTHEIR RESPECTIVE DIRECTORS, ANY AFFILIATE OF THE SELLERSOFFICERS, MANAGERS, STOCKHOLDERS, MEMBERS, AFFILIATES, REPRESENTATIVES OR ADVISORS, INCLUDING RAYMOND XXXXX, HXX XXDE, OR SHALL BE DEEMED TO HAVE MADE, TO BUYER OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTY (I) AS TO MERCHANTABILITY, EITHER EXPRESS SUITABILITY OR IMPLIEDFITNESS FOR A PARTICULAR PURPOSE, AT LAW OR IN EQUITYQUALITY, WITH RESPECT TO ANY TANGIBLE ASSETS OR AS TO THE ACCURACY CONDITION OR COMPLETENESS WORKMANSHIP THEREOF OR THE ABSENCE OF ANY OF THE INFORMATION PROVIDED DEFECTS THEREIN, WHETHER LATENT OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, PATENT (OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY REFERRED TO IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SECTION 2-312 OF THE BUYER SET FORTH IN SECTION 6 OR UNIFORM COMMERCIAL CODE OF ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSINGAPPLICABLE JURISDICTION), (III) NONE OF THE BUYERWITH RESPECT TO ANY PROJECTIONS, ANY AFFILIATE OF THE BUYERESTIMATES, FORECASTS, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, BUSINESS PLANS DELIVERED TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, BUYER OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FORPERSON, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON WITH RESPECT TO ANY OTHER REPRESENTATION INFORMATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYDOCUMENTS MADE AVAILABLE AT ANY TIME TO BUYER OR ANY OTHER PERSON.

Disclaimer of Other Representations and Warranties. (a) 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 ACKNOWLEDGES 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 AGREES THAT, EXCEPT FOR 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 OF THE SELLERS EXPRESSLY SET FORTH IN SECTION 5 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 ANY CERTIFICATE DELIVERED BY HECLA. WITHOUT LIMITING THE SELLERS AT FOREGOING, EXCEPT AS TO THE CLOSINGREPRESENTATIONS, (I) NONE OF WARRANTIES AND INDEMNITIES EXPRESSLY SET FORTH HEREIN, NO COMPANY IN THE SELLERS, ANY AFFILIATE OF THE SELLERS, RIO TINTO GROUP MAKES 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 BUYER AND HECLA AT ANY TIME PRIOR TO THE BUYERCLOSING AND IN ALL CASES, ITS AFFILIATESKENNECOTT AND EACH COMPANY IN THE RIO TINTO GROUP SPECIFICALLY EXCLUDE ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR AND THESE AND ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BUYER AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS HECLA ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR TO THE REPRESENTATIONS AND WARRANTIES OF THE BUYER EXTENT SPECIFICALLY SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY 3 AND THIS SECTION 4, BUYER IS PURCHASING THE BUYER AT THE CLOSINGSHARES ON AN "AS-IS, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYWHERE IS” BASIS.

Disclaimer of Other Representations and Warranties. EACH OF PARENT AND THE MERGER SUBS (aINDIVIDUALLY AND ON BEHALF OF THEIR RESPECTIVE SUBSIDIARIES) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THAT NEITHER THE REPRESENTATIONS AND WARRANTIES COMPANY NOR ANY OF THE SELLERS SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTY, EITHER WHETHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, MATTER WHATSOEVER EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER AS EXPRESSLY SET FORTH IN SECTION 6 THIS AGREEMENT OR THE ONCOR LETTER AGREEMENT, AS APPLICABLE, OR IN ANY CERTIFICATE DELIVERED BY THE BUYER AT COMPANY OR ITS SUBSIDIARIES TO PARENT IN ACCORDANCE WITH THE CLOSINGTERMS HEREOF OR THE ONCOR LETTER AGREEMENT, AND SPECIFICALLY (I) NONE BUT WITHOUT LIMITING THE GENERALITY OF THE BUYER, FOREGOING) THAT NEITHER THE COMPANY NOR ANY AFFILIATE OF THE BUYER, OR ANY OTHER PERSON ITS SUBSIDIARIES MAKES ANY REPRESENTATION OR WARRANTYWARRANTY WITH RESPECT TO (X) ANY PROJECTIONS, EITHER EXPRESS ESTIMATES OR IMPLIED, AT LAW OR IN EQUITY, TO THE ACCURACY OR COMPLETENESS OF ANY BUDGETS OF THE INFORMATION PROVIDED COMPANY AND ITS SUBSIDIARIES DELIVERED OR MADE AVAILABLE TO THE SELLERS, PARENT (OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR REPRESENTATIVES) OF FUTURE REVENUES, RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), CASH FLOWS OR FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE COMPANY AND/OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, ITS SUBSIDIARIES OR (Y) THE FUTURE BUSINESS AND OPERATIONS OF THE COMPANY AND/OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYITS SUBSIDIARIES.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THATNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR AS EXPRESSLY SET FORTH IN THIS ARTICLE 5 OR IN THE CORRESPONDING REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN SECTION 5 THE HEP OFFICER’S CERTIFICATE, NEITHER HEP NOR ANY OF ITS AFFILIATES OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGREPRESENTATIVES MAKES, (I) NONE AND EACH OF XXXXXXXX HOLDCO AND EACH MEMBER OF THE SELLERSCOMPANY GROUP WAIVES, ANY AFFILIATE OF THE SELLERS, OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTYWARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (I) THIS AGREEMENT, (II) THE CONTEMPLATED TRANSACTIONS, (III) THE TRANSACTION DOCUMENTS, (IV) THE ASSETS OF THE HEP ENTITIES (INCLUDING THE HEP REAL PROPERTY, TANGIBLE PERSONAL PROPERTY AND HEP INTELLECTUAL PROPERTY RIGHTS), (V) THE LIABILITIES OF THE HEP ENTITIES, (VI) THE HEP COMMON UNITS, (VII) THE CONDITION, PROSPECTS OR PERFORMANCE (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE BUSINESS, THE ASSETS OR THE LIABILITIES OF THE HEP ENTITIES, (VIII) ANY PROJECTION, ESTIMATE OR BUDGET DELIVERED OR MADE AVAILABLE TO XXXXXXXX HOLDCO OR THE COMPANY GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS, FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) FUTURE PERFORMANCE OR FUTURE CAPACITY, OR (IX) ANY OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO XXXXXXXX HOLDCO, THE COMPANY GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT TO THE HEP COMMON UNITS, THE BUSINESS, THE ASSETS, THE LIABILITIES OR THE OPERATIONS OF THE HEP ENTITIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, FINANCIAL OR OTHER PROJECTIONS, AS WELL AS ANY OTHER INFORMATION, DOCUMENTS OR OTHER MATERIALS (INCLUDING ANY SUCH MATERIALS CONTAINED IN ANY “DATA ROOM” OR REVIEWED BY ANY MEMBER OF THE COMPANY GROUP OR XXXXXXXX HOLDCO OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES) OR MANAGEMENT PRESENTATIONS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED TO ANY MEMBER OF THE COMPANY GROUP OR XXXXXXXX HOLDCO OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES ARE NOT AND WILL NOT BE DEEMED TO BE REPRESENTATIONS OR WARRANTIES OF HEP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES AND NO REPRESENTATION OR WARRANTY IS MADE AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES 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, AND (III) BUYER HAS NOT RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, FOREGOING EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER AS MAY BE EXPRESSLY SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Disclaimer of Other Representations and Warranties. (a) BUYER XXXXXXX HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY PROVIDED IN ARTICLE IV, NEITHER SPAC NOR ANY OF THE SELLERS SET FORTH IN SECTION 5 ITS AFFILIATES OR ANY CERTIFICATE DELIVERED BY THE SELLERS AT THE CLOSINGREPRESENTATIVES HAS MADE, (I) NONE OF THE SELLERS, ANY AFFILIATE OF THE SELLERSIS MAKING, OR SHALL BE DEEMED TO MAKE ANY OTHER PERSON MAKES ANY (AND XXXXXXX 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 AFFILIATESXXXXXXX COMPANIES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, 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 XXXXXXX COMPANIES, ANY OF THEIR BENEFITRESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY SPAC IN ARTICLE 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 XXXXXXX COMPANIES, ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY THIRD PARTY ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO: (I) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO THEM BY OR ON BEHALF OF SPAC IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS; (II) THE SELLERSANY MANAGEMENT PRESENTATION, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (III) ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, FINANCIAL PROJECTION, FORECAST, STATEMENTESTIMATE, BUDGET OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) SIMILAR ITEM RELATING TO THE BUYER SPAC OR ITS AFFILIATES BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS OR REPRESENTATIVES, AND (III) BUYER PROJECTED OPERATIONS. XXXXXXX HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY OTHER PROMISE, REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE BUYER THAT IS NOT EXPRESSLY SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE ARTICLE IV OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.

Disclaimer of Other Representations and Warranties. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS EXPRESSLY SET FORTH IN SECTION 5 OR ANY CERTIFICATE DELIVERED BY THIS ARTICLE V, NEITHER THE SELLERS AT THE CLOSING, (I) NONE OF THE SELLERSCOMPANY, ANY AFFILIATE OF THE SELLERSITS DIRECT OR INDIRECT STOCKHOLDERS OR OTHER HOLDERS OF CAPITAL STOCK, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES MAKES ANY OTHER PERSON MAKES ANY REPRESENTATION REPRESENTATIONS OR WARRANTYWARRANTIES, EITHER EXPRESS OR IMPLIED, AT LAW INCLUDING THOSE SET FORTH IN ARTICLE IV OF THIS AGREEMENT, 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 EQUITYEACH CASE, WITH RESPECT TO THIS AGREEMENT AND THE 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 ACCURACY REPRESENTATIONS AND WARRANTIES IN SECTION 5.9 ABOVE), OR COMPLETENESS OF ANY OF THE ESTIMATES, PROJECTIONS, FORECASTS, BUSINESS PLANS, STATISTICAL DATA, FINANCIAL INFORMATION, MEMORANDA, PRESENTATIONS OR ANY OTHER MATERIALS OR INFORMATION (FINANCIAL, LEGAL OR OTHERWISE) DELIVERED, DISCLOSED, DISCUSSED, PROVIDED OR MADE AVAILABLE TO THE BUYER, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVESPURCHASER, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE SELLERS, THE AFFILIATES OF THE SELLERS AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES OF(WHETHER ORALLY, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY ELECTRONICALLY OR IN WRITING) ), INCLUDING BY MEANS OF ANY MANAGEMENT PRESENTATION, ELECTRONIC DATA ROOM, MEETING, CONFERENCE OR OTHERWISE; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE DEEMED TO BE A DISCLAIMER BY THE BUYER OR ITS AFFILIATES OR REPRESENTATIVES, AND (III) BUYER HAS NOT RELIED ON SELLER OF ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR OF THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY IT IN ARTICLE IV OF THE BUYER SET FORTH IN SECTION 6 OR ANY CERTIFICATE DELIVERED BY THE BUYER AT THE CLOSING, (I) NONE OF THE BUYER, ANY AFFILIATE OF THE BUYER, 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 SELLERS, ITS AFFILIATES, ANY OF THEIR RESPECTIVE REPRESENTATIVES, OR ANY OTHER PERSON FOR THEIR BENEFIT; (II) THE BUYER, THE AFFILIATES OF THE BUYER AND THEIR RESPECTIVE REPRESENTATIVES HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR, OR ANY USE BY THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE SELLERS OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, AND (III) NO SELLER HAS RELIED ON ANY OTHER REPRESENTATION OR WARRANTY IN CONNECTION WITH ENTERING INTO THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT.