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

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes, nor has made, any representation or warranty relating to any Seller Party, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In addition, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. Without limiting the generality of the disclaimer set forth in the two preceding sentences, neither Seller makes, and no Seller, their officers, employees, representatives and agents has made, and shall not be deemed to have made any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 relating to the sale of the Purchased Assets, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUM"), any presentation relating to either Seller, the Seller Business or the Purchased Assets given in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaser, and no statement contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller hereunder or otherwise. No Person has been authorized by a Seller to make any representation or warranty in respect of a Seller, Sellers, the Seller Business or the Purchased Assets in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreement.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges The MPT Parties acknowledge and agrees agree that neither Seller makes, nor has madethe MPT Parties have completed their due diligence of the Owned Real Property and the Acquired Assets as of the Effective Date. None of IASIS, any representation of the Sellers or warranty any of their respective Representatives or any other Person has made any representations or warranties, express or implied, of any nature whatsoever relating to IASIS or any Seller Partyof the Sellers, the Seller Business Owned Real Property or the Purchased Assets Acquired Assets, or the business, assets, properties or operations of IASIS or any of the Sellers or otherwise in connection with this Agreement or the transactions contemplated hereby other than the those representations and warranties of each Seller expressly set forth in this Agreement. In addition, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller BusinessARTICLE II. Without limiting the generality of the disclaimer set forth in the two preceding sentencesforegoing, neither Seller makesIASIS nor any of the Sellers nor any of their respective Representatives or any other Person, and no Seller, their officers, employees, representatives and agents has made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials relating to the sale Owned Real Property or the Acquired Assets, the business, assets, properties or operations of IASIS or any of the Purchased AssetsSellers, and any supplements including in the Due Diligence Documents or addenda thereto (collectivelyother due diligence materials, the "OFFERING MEMORANDUM"), or in any presentation relating to either Seller, of the Seller Business Owned Real Property or Acquired Assets or the Purchased Assets given business, assets, properties or operations of IASIS or any of the Sellers by management of IASIS or others in connection with this Agreement and the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaserhereby, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty (hereunder or otherwise) 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, the Due Diligence Documents, any offering memorandum or similar materials made in any such filing available or contained in any such other information delivered by the IASIS Parties and their Representatives, are not and shall not be deemed to be a representation or warranty to include representations or warranties of any Seller hereunder or otherwise. No Person has been authorized of the IASIS Parties, and are not and shall not be deemed to be relied upon by a Seller to make any representation or warranty the MPT Parties in respect of a Sellerexecuting, Sellers, the Seller Business or the Purchased Assets in connection with delivering and performing this Agreement and the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreementhereby.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes(a) NONE OF THE COMPANY, nor has madeITS SUBSIDIARIES, any representation or warranty relating to any Seller PartyAFFILIATES OR REPRESENTATIVES HAS MADE ANY REPRESENTATIONS OR WARRANTIES, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In additionEXPRESS OR IMPLIED, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, AFFILIATES OR REPRESENTATIVES OR THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. (b) Without limiting the generality of the disclaimer set forth in the two preceding sentencesforegoing, neither Seller makesthe Company, and no Sellernor any representative of the Company, their nor any of its employees, officers, employeesdirectors or stockholders or other affiliates, representatives and agents has made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials relating to the sale business of the Purchased AssetsCompany and its Subsidiaries made available to Parent and Merger Sub and their respective representatives and affiliates, and any supplements including due diligence materials, or addenda thereto (collectively, the "OFFERING MEMORANDUM"), in any presentation relating to either Seller, of the Seller Business business of the Company and its Subsidiaries by management of the Company or the Purchased Assets given others in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaserhereby, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Parent or Merger Sub 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 in any such filing or contained in any such other information available by the Company and its representatives are not and shall not be deemed to be a representation or warranty to include representations or warranties of the Company or any Seller hereunder of its Subsidiaries, and are not and shall not be deemed to be relied upon by Parent or otherwise. No Person has been authorized by a Seller to make any representation or warranty Merger Sub in respect of a Sellerexecuting, Sellers, the Seller Business or the Purchased Assets in connection with delivering and performing this Agreement and the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreementhereby.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges Except for the representations and agrees that neither warranties contained in this ARTICLE 7 (Representations and Warranties of Seller Parties), no Seller Party or any other Person or entity on behalf of any Seller Party has made or makes, nor and Buyer has madenot relied upon, any representation or warranty relating warranty, whether express or implied, with respect to any Seller Party, the Seller Business any of their Affiliates or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In addition, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. Without limiting the generality of the disclaimer set forth in the two preceding sentences, neither Seller makes, and no Seller, their officers, employees, representatives and agents has made, and shall not be deemed to have made any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 matter relating to any of them, including their respective businesses, affairs, assets, liabilities, financial condition or results of operations, or with respect to the sale accuracy or completeness of the Purchased Assets, and any supplements other information provided or addenda thereto (collectively, the "OFFERING MEMORANDUM"), made available to Buyer or any presentation relating to either Seller, the Seller Business or the Purchased Assets given in connection with the transactions contemplated by this Agreement, in any filing made of its representatives by or on behalf of CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. any Seller Party, and any such representations or warranties are expressly disclaimed. No Seller Party or any other Person or entity on behalf of any Seller Party has made or makes any representation or warranty, whether express or implied, with respect to any governmental agency projections or forecasts (including future revenues, future results of operations (or any component thereof) or future cash flows with respect to the Transferred Assets or the Licensed Know-How (including the reasonableness of the assumptions underlying any of the foregoing)) or other forward-looking information or business and strategic plan information, notwithstanding any delivery or disclosure to Buyer or any of its representatives of any documentation, forecast or other information with respect to any one or more of the foregoing, and whether or not included in any management presentation or in any other information provided to or made available to PurchaserBuyer, its Affiliates or any of their respective representatives or any other Person, and no statement contained in the Offering Memorandum, made in any such presentationrepresentations or warranties are expressly disclaimed. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller hereunder or otherwiseNO SELLER PARTY MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO BUYER OR ITS AFFILIATES AND/OR ANY THIRD PARTY WITH RESPECT TO THE COMPOUNDS, THE PRODUCTS, THE TRANSFERRED ASSETS, LICENSED KNOW-HOW OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WARRANTIES CONCERNING THE QUALITY, CONDITION, EFFICACY, SAFETY OR UTILITY OF THE COMPOUND OR THE PRODUCTS. No Person has been authorized by a Seller to make any representation or warranty in respect of a SellerEACH SELLER PARTY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SellersFITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE COMPOUND, the Seller Business or the Purchased Assets in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this AgreementTHE PRODUCTS, THE TRANSFERRED ASSETS OR THE LICENSED KNOW-HOW.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges Best Knowledge; ------------------------------------------------------------------- Disclosure. (a) Seller does not make, and agrees that neither Seller makes, nor has not made, any representation representations ---------- or warranty warranties relating to any Seller PartySeller, the Seller Business Division, or the Purchased Assets other than business of the representations and warranties of each Seller expressly set forth in this Agreement. In additionDivision, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or otherwise in connection with the Seller Businesstransactions contemplated hereby other than those expressly set out herein which are made by Seller. Without limiting the generality of the disclaimer set forth in the two preceding sentencesforegoing, neither Seller makes, and no Seller, their officers, employees, representatives and agents has not made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 any communication or document relating to the sale business of the Purchased AssetsDivision or Seller, including without limitation in an information memorandum, if any ("Information Memorandum") whether prepared or transmitted by Seller, the Division or a representative of either Seller or the Division and supplied to Buyer prior to the date hereof or in any supplements or addenda thereto presentation regarding the business of the Division (collectively, the "OFFERING MEMORANDUMCommunications"), and no statement contained in any presentation Communications shall be deemed a representation or warranty hereunder or otherwise. It is understood that any estimates, forecasts, projections or other predictions, any data, any financial information and any documents, memoranda or offering materials or presentations, including but not limited to the Communications, are not and shall not be deemed to be or include representations or warranties of Seller. No person has been authorized by Seller or the Division to make any representation or warranty relating to either Seller, the Seller Business Division, the business of the Division or the Purchased Assets given otherwise, in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized by this Agreement, in Seller or any filing affiliate or representative of Seller. (b) Whenever a representation or warranty made by Seller herein refers to the knowledge of Seller, such knowledge shall be deemed to consist only of facts or circumstances that are actually known by any of those individuals listed on behalf of Schedule 8.12. Seller has not undertaken, nor shall Seller have any Seller with duty to ------------- undertake, any governmental agency investigation concerning any matter as to which a representation or warranty is made as to Seller's knowledge. (c) Notwithstanding anything to the contrary contained in this Agreement or in any other of the Schedules, any information provided to or made available to Purchaser, and no statement contained disclosed in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information one Schedule shall be deemed to be a representation or warranty disclosed in all Schedules. Certain information set forth in the Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any Seller hereunder or otherwise. No Person has been authorized by a Seller information shall not be deemed to make any representation or warranty in respect of a Seller, Sellers, the Seller Business or the Purchased Assets constitute an acknowledgment that such information is required to be disclosed in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each made by Seller expressly set forth in this AgreementAgreement or that it is material, nor shall such information be deemed to establish a standard of materiality.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes, nor has made, any representation or warranty relating to any Seller Party, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller Except as otherwise expressly set forth in this Agreement. In additionArticle IV, Purchaser acknowledges and agrees that neither Seller has made the Company expressly disclaims any implied representations or warranties of merchantability any kind or fitness for a specific purpose with regard nature, express or implied, including any representations or warranties as to either the Purchased Assets accuracy and completeness of any information regarding the Company or its Subsidiaries, their respective businesses and affairs or the Seller Businesstransactions contemplated hereby. Without limiting the generality of the disclaimer set forth in the two preceding sentencesforegoing, neither Seller makesthe Company nor its Subsidiaries nor any representative of the Company or its Subsidiaries, and no Sellernor any of the Company’s or its Subsidiaries’ employees, their officers, employeesdirectors, representatives and agents securityholders, consultants or advisors, has made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials relating to the sale business and affairs of the Purchased AssetsCompany or its Subsidiary that have been made available to Buyer or Merger Sub, and any supplements including due diligence materials, or addenda thereto (collectively, the "OFFERING MEMORANDUM"), in any presentation relating to either Seller, of the Seller Business business and affairs of the Company or its Subsidiary by the Purchased Assets given management of the Company or others in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaserhereby, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer or Merger Sub in executing, delivering and performing this Agreement and/or the transactions contemplated hereby. It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or similar materials made in any such filing or contained in any such other information available by the Company, its Subsidiary and their representatives, are not and shall not be deemed to be a representation or warranty be included as representations or warranties of any Seller hereunder the Company or otherwise. No Person has been authorized its Subsidiary, and are not and shall not be deemed to be relied upon by a Seller to make any representation Buyer or warranty Merger Sub in respect of a Sellerexecuting, Sellers, the Seller Business or the Purchased Assets in connection with delivering and performing this Agreement and/or the transactions contemplated by this Agreement that hereby. * Omitted information is inconsistent the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with or in addition to the representations Securities and warranties of each Seller expressly set forth in this AgreementExchange Commission.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges (a) Except for the representations and agrees that neither Seller makeswarranties contained in Article VI, nor none of Purchaser, its Affiliates or representative thereof has mademade or makes any other express or implied representation or warranty, either written or oral, on behalf of Purchaser, or any representation or warranty relating arising from statute or otherwise at law with respect to Purchaser. This Section 6.6(a) shall not limit the right of any Seller PartyUS Equityholder or the US Company to recover for claims in the nature of fraud committed in respect of such materials subject to Article IX. (b) Without limiting the generality of the foregoing, the Seller Business or the Purchased Assets parties to this Agreement understand, acknowledge and agree that other than the representations and warranties of each Seller expressly set forth in this Agreement. In addition, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability Article VI or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. Without limiting the generality of the disclaimer set forth in the two preceding sentencesIndian Equity Purchase Agreement, neither Seller makes, and no Seller, their officersPurchaser nor any of its respective representatives, employees, representatives and agents agents, officers, directors or shareholders, has made, and made or shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials and documents relating to the sale business of Purchaser made available to the Purchased AssetsCompany or the Equityholders, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUM"), in any presentation relating to either Seller, concerning the Seller Business business of Purchaser by management of Purchaser or the Purchased Assets given others in connection with the transactions contemplated by this Agreement, in any filing made by hereby or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaserotherwise, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation will be deemed a representation or warranty hereunder or shall be (or be deemed to be) relied upon by the US Company or the US Equityholders in executing, delivering and performing this Agreement, the Related Agreements to which it is a party and the transactions contemplated hereby and thereby. It is understood that any cost estimates, projections or other predictions, data, financial information, memoranda or offering materials or presentations, including any offering memorandum or similar materials made in any such filing or contained in any such other information shall available by Purchaser and its representatives are not and will not be deemed to be or to include representations or warranties of Purchaser or its respective employees, directors, stockholders and are not and will not be deemed to be relied upon by the US Company or the US Equityholders in executing, delivering and performing this Agreement and the Related Agreement to which it is a representation or warranty party, and the transactions contemplated hereby and thereby. This Section 6.6(b) shall not limit the right of any Seller hereunder or otherwise. No Person has been authorized by a Seller US Equityholder to make any representation or warranty recover for claims in the nature of fraud committed in respect of a Seller, Sellers, the Seller Business or the Purchased Assets in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition such materials subject to the representations and warranties of each Seller expressly set forth in this AgreementArticle IX.

Disclaimer of Other Representations and Warranties. Purchaser (a) Except as expressly set forth in Article IV or elsewhere in this Agreement, or in the other Transaction Documents, Alliant does not make any representation or warranty, express or implied, at law or in equity. For the avoidance of doubt, and anything to the contrary in this Agreement notwithstanding, Alliant does not make any representations or warranties with respect to projections, forecasts, estimates or other similar forward-looking statements or materials, regardless of whether such statements or materials were provided to the Seller Parties or their representatives in their course of their due diligence investigation. The Seller Parties acknowledge and agree that in entering into this Agreement, and the other Transaction Documents, the Seller Parties have not relied and are not relying on any representations, warranties, or other statements whatsoever, whether written or oral, by Alliant or by any Person acting on its behalf, other than those expressly set forth in this Agreement or the other Transaction Documents and that the Seller Parties will not have any right or remedy arising out of any representation, warranty or statement not set forth in this Agreement or the other Transaction Documents. Alliant acknowledges and agrees that neither Seller makesin entering into this Agreement, nor Alliant has madenot relied and is not relying on any representations, any representation warranties, or warranty relating to any Seller Partyother statements whatsoever, whether written or oral, by the Seller Business Parties or the Purchased Assets any Person acting on their behalf, other than the representations and warranties of each Seller those expressly set forth in this Agreement. In addition, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. Without limiting the generality of the disclaimer set forth in the two preceding sentences, neither Seller makes, and no Seller, their officers, employees, representatives and agents has made, and shall that Alliant will not be deemed to have made any representations right or warranties in the Confidential Information Memorandum dated as of June, 2001 relating to the sale of the Purchased Assets, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUM"), any presentation relating to either Seller, the Seller Business or the Purchased Assets given in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf remedy arising out of any Seller with any governmental agency representation, warranty or in any other information provided to or made available to Purchaser, and no statement contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller hereunder or otherwise. No Person has been authorized by a Seller to make any representation or warranty in respect of a Seller, Sellers, the Seller Business or the Purchased Assets in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly not set forth in this Agreement. (b) Except as expressly set forth in Article V and Article VI, or elsewhere in this Agreement or in the other Transaction Documents, the Seller Parties do not make any representation or warranty, express or implied, at law or in equity. For the avoidance of doubt, and anything to the contrary in this Agreement notwithstanding, the Seller Parties do not make any representations or warranties with respect to projections, forecasts, estimates or other similar forward-looking statements or materials, regardless of whether such statements or materials were provided to Alliant or its representatives in the course of its due diligence investigation. Alliant acknowledges and agrees that in entering into this Agreement, and the other Transaction Documents, Alliant has not relied and is not relying on any representations, warranties, or other statements whatsoever, whether written or oral, by the Seller Parties or any Person acting on their behalf, other than those expressly set forth in this Agreement or the other Transaction Documents, and that Alliant will not have any right or remedy arising out of any representation, warranty or statement not set forth in this Agreement or the other Transaction Documents.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes, nor has made, any representation or warranty relating to any Seller Party, the Seller Business or the Purchased Assets other than the (a) The representations and warranties of each Seller by Buyer expressly and specifically set forth in this Agreement. In additionArticle 6 and the Schedules constitute the sole and exclusive representations, Purchaser acknowledges warranties and agrees that neither Seller has made statements of any implied warranties kind of merchantability or fitness for a specific purpose with regard Buyer to either the Purchased Assets Selling Shareholders or the Seller Business. Without limiting the generality of the disclaimer set forth in the two preceding sentences, neither Seller makes, and no Seller, their officers, employees, representatives and agents has made, and shall not be deemed to have made any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 relating to the sale of the Purchased Assets, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUM"), any presentation relating to either Seller, the Seller Business or the Purchased Assets given Trusts in connection with the transactions contemplated by this AgreementTransactions. THE SELLING SHAREHOLDERS AND THE TRUSTS SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER SET FORTH IN THIS AGREEMENT, NEITHER BUYER NOR ANY OTHER PERSON (INCLUDING, ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, SHAREHOLDER, AGENT OR REPRESENTATIVE OF BUYER, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND NEITHER SELLING SHAREHOLDERS NOR THE TRUSTS ARE RELYING ON, ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING ANY OF BUYER, THE COMPANY, THE BUSINESS OF THE COMPANY, THIS AGREEMENT OR THE TRANSACTIONS. (b) In connection with the Transactions, Selling Shareholders and the Trusts may have received from Buyer or its Representatives forward-looking statements and other forecasts and business plan information. Selling Shareholders and the Trusts acknowledged that there are uncertainties inherent in attempting to make forecasts and plans, that they are familiar with such uncertainties and that they shall have no claim against any filing made by Person with respect thereto, regardless of the legal theory under which such liability or on behalf of any Seller with any governmental agency obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in any other information provided to or made available to Purchaser, and no statement contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller hereunder equity or otherwise. No Person has been authorized by a Seller to make any representation Buyer makes no representations or warranty in respect warranties regarding the probably success or future profitability of a Seller, Sellers, the Seller Business Company or the Purchased Assets in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreement.Business. 45 11671355.13

Disclaimer of Other Representations and Warranties. Purchaser acknowledges NEITHER ANY COMPANY, NOR ANY STR SELLER, STG SELLER OR HOLDINGS, NOR ANY SUBSIDIARY OF A COMPANY, NOR ANY RESPECTIVE AFFILIATES THEREOF, NOR ANY ADVISERS OR REPRESENTATIVES (FINANCIAL, LEGAL OR OTHERWISE) THEREOF, HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO ANY COMPANY, ANY SUBSIDIARY OF A COMPANY OR THE BUSINESS OF THE COMPANIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES III AND IV OF THIS AGREEMENT (INCLUDING THE RELATED PORTIONS OF THE SCHEDULES). STR Sellers, STRG Seller and agrees Holdings each acknowledge and agree that neither (i)(a) the only representations and warranties made by Buyers are the representations and warranties made in Article V of this Agreement (including the related portions of the Schedules) and (b) STR Sellers, STRG Seller makesand Holdings have not relied upon any other representations or other information made or supplied by or on behalf of Buyers or their representatives, nor has maderespectively, and that STR Sellers, STRG Seller and Holdings will not have any right or remedy arising out of any such other representation or other information, and (ii) any claims STR Sellers, STRG Seller and Holdings may have for breach of representation or warranty relating to any Seller Party, the Seller Business or the Purchased Assets other than shall be based solely on the representations and warranties of each Seller expressly Buyers set forth in this Agreement. In addition, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either Agreement (including the Purchased Assets or the Seller Business. Without limiting the generality related portions of the disclaimer set forth in the two preceding sentences, neither Seller makes, and no Seller, their officers, employees, representatives and agents has made, and shall not be deemed to have made any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 relating to the sale of the Purchased Assets, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUM"Schedules), any presentation relating to either Seller, the Seller Business or the Purchased Assets given in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaser, and no statement contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller hereunder or otherwise. No Person has been authorized by a Seller to make any representation or warranty in respect of a Seller, Sellers, the Seller Business or the Purchased Assets in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreement.

Disclaimer of Other Representations and Warranties. Each of Purchaser and Guarantor acknowledges and agrees that neither Seller makesSellers do not make, nor has and have not made, any representation representations or warranty warranties relating to any Seller PartySellers, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller Sellers expressly set forth in this Agreement. In addition, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. Without limiting the generality of the disclaimer set forth in the two preceding sentencessentence, neither Seller makesSellers do not make, and no SellerSellers, their partners, their partners' officers, employees, representatives employees and agents has have not made, and shall not be deemed to have made any representations or warranties in the Confidential Information Memorandum Descriptive Memorandum, dated as of JuneOctober, 2001 relating to the sale of the Purchased Assets1997, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUMOffering Memorandum"), any presentation relating to either SellerSellers, the Seller Business or the Purchased Assets given in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller Sellers with any governmental agency or in any other information provided to or made available to PurchaserPurchaser or Guarantor, and no statement contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller Sellers hereunder or otherwise. No Person person has been authorized by a Seller Sellers to make any representation or warranty in respect of a Seller, Sellers, the Seller Business or the Purchased Assets in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller Sellers expressly set forth in this Agreement.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes, nor has made, any representation or warranty relating to any Seller Party, the Seller Business or the Purchased Assets other than the (1) The representations and warranties of each Seller expressly set forth in this Agreement. In addition, Purchaser acknowledges Article 3 are the only representations and agrees that neither Seller has warranties made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or by the Seller Business. Without limiting the generality of the disclaimer set forth in the two preceding sentences, neither Seller makes, and no Seller, their officers, employees, representatives and agents has made, and shall not be deemed with respect to have made any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 relating to the sale of the Purchased Assets, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUM"), any presentation relating to either Seller, the Operations or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in Article 3, the Seller Business makes no other representation or warranty concerning (A) the Purchased Assets given in connection with Assets, the Seller, the Operations or any other matter relating to the transactions contemplated by this Agreement, in any filing made by or on behalf (B) the probable success or profitability of any Seller with any governmental agency or in any other information provided to or made available to Purchaser, and no statement contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller hereunder or otherwiseOperations after the Closing. No Person has been authorized by a Seller to make any representation or warranty in respect of a Seller, Sellers, the Seller Business or the Purchased Assets in In connection with the transactions contemplated by hereby, the Purchaser has been represented by, and consulted with, legal counsel of its choice and the Purchaser and such counsel have read this Agreement that is inconsistent and have been given time to consider this Agreement, understand this Agreement, and, after such consideration and with or such understanding, the Purchaser has knowingly, freely and without coercion entered into this Agreement and, in addition to particular, this Section 3.2 and Section 10.9. Notwithstanding any other provisions of this Agreement, the representations and warranties listed in this Section 3.2(1) constitute the sole and exclusive representations and warranties of the Seller related to each Seller expressly Benefit Plan. (2) Except for the representations and warranties set forth in this AgreementArticle 3, the Purchaser hereby acknowledges and agrees that the Owned Property are being sold and purchased “as-is, where-is”, at the Purchaser’s own risk and peril from a non-professional vendor, and without any other representation or warranty, legal or conventional. All warranties, expressed or implied, otherwise provided for by the Civil Code of Québec with respect to the Owned Property are hereby waived by the Purchaser, to the maximum extent permitted by law. With respect to the Owned Property, the Purchaser shall rely solely upon its own findings resulting from its due diligence and not upon any information, documentation, statement or opinion, written or oral, provided by the Seller or any agent of the Seller other than the representations and warranties set out in Section 3.1.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makesdoes not make, nor and has not made, any representation representations or warranty warranties relating to any Seller PartySeller, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In addition, Purchaser acknowledges and agrees that neither Seller has not made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. Without limiting the generality of the disclaimer set forth in the two preceding sentences, neither Seller makesdoes not make, and no Seller, their its officers, employees, representatives and agents has have not made, and shall not be deemed to have made any representations or warranties in the Confidential Information Memorandum Memorandums dated as of June, 2001 relating to the sale of the Purchased Assets, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUMMEMORANDUMS"), any presentation relating to either Seller, the Seller Business or the Purchased Assets given in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaser, and no statement contained in the Offering MemorandumMemorandums, made in any such presentation, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller hereunder or otherwise. No Person has been authorized by a Seller to make any representation or warranty in respect of a Seller, Sellers, the Seller Business or the Purchased Assets in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreement.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes, nor has made, any representation or warranty relating to any Seller Party, (a) No member of the Seller Business Group makes or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In addition, Purchaser acknowledges and agrees that neither Seller has made any implied representations or warranties relating to the Business, either Acquired Entity or any member of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller BusinessGroup or otherwise in connection with the transactions contemplated hereby other than those expressly made by Seller herein, in any Ancillary Agreement or in any Additional Seller Document delivered or to be delivered by or on behalf of Seller in connection herewith. Without limiting the generality of the disclaimer set forth foregoing, except as expressly provided in Section 5.17, no member of the two preceding sentences, neither Seller makes, and no Seller, their officers, employees, representatives and agents Group has made, and or shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 management presentations relating to the sale businesses of Seller prepared in consultation with Xxxxxxx, Xxxxx & Co. on behalf of Seller and presented to Purchaser in May, 2001 or in any other presentation of the Purchased Assets, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUM"), any presentation relating to either Seller, the Seller Business or the Purchased Assets given in connection with the transactions contemplated by this Agreementhereby, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided written materials delivered to or made available to PurchaserPurchaser in connection with any other presentation (collectively, the "Offering Materials and Presentations"), and no statement ------------------------------------ contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information Materials and Presentations shall be deemed to be a representation or warranty of any Seller hereunder or otherwise. No Person person has been authorized by a any member of the Seller Group to make any representation or warranty in respect of a relating to Seller, Sellers, any member of the Seller Business Group or the Purchased Assets otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized by this Agreement any member of the Seller Group. (b) The disclosure of any information in any schedule hereto shall not be deemed to constitute an acknowledgment that such information is inconsistent required to be disclosed in connection with or in addition to the representations and warranties of each made by Seller expressly set forth in this AgreementAgreement or is material, nor shall such information be deemed to establish a standard of materiality.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes, nor has made, any representation or warranty relating to any Seller Party, (a) No member of the Seller Business Group makes or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In addition, Purchaser acknowledges and agrees that neither Seller has made any implied representations or warranties relating to the Business, either Acquired Entity or any member of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller BusinessGroup or otherwise in connection with the transactions contemplated hereby other than those expressly made by Seller herein, in any Ancillary Agreement or in any Additional Seller Document delivered or to be delivered by or on behalf of Seller in connection herewith. Without limiting the generality of the disclaimer set forth foregoing, except as expressly provided in Section 5.17, no member of the two preceding sentences, neither Seller makes, and no Seller, their officers, employees, representatives and agents Group has made, and or shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 management presentations relating to the sale businesses of Seller prepared in consultation with Xxxxxxx, Xxxxx & Co. on behalf of Seller and presented to Purchaser in May, 2001 or in any other presentation of the Purchased Assets, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUM"), any presentation relating to either Seller, the Seller Business or the Purchased Assets given in connection with the transactions contemplated by this Agreementhereby, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided written materials delivered to or made available to PurchaserPurchaser in connection with any other presentation (collectively, the "Offering Materials and Presentations"), and no statement contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information Materials and Presentations shall be deemed to be a representation or warranty of any Seller hereunder or otherwise. No Person person has been authorized by a any member of the Seller Group to make any representation or warranty in respect of a relating to Seller, Sellers, any member of the Seller Business Group or the Purchased Assets otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized by this Agreement any member of the Seller Group. (b) The disclosure of any information in any schedule hereto shall not be deemed to constitute an acknowledgment that such information is inconsistent required to be disclosed in connection with or in addition to the representations and warranties of each made by Seller expressly set forth in this Agreement.Agreement or is material, nor shall such information be deemed to establish a standard of materiality. ARTICLE IV

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makesNONE OF THE COMPANY, nor has madeANY OF ITS SUBSIDIARIES OR ANY OR ITS REPRESENTATIVES, any representation or warranty relating to any Seller PartyDIRECTORS, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In additionOFFICERS OR STOCKHOLDERS, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller BusinessHAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR REPRESENTATIVES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE COMPANY DISCLOSURE SCHEDULE. Without limiting the generality of the disclaimer set forth in the two preceding sentencesforegoing, neither Seller makes, and no Seller, their officers, employees, representatives and agents the Company nor any of its Representatives has made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials relating to the sale business of the Purchased AssetsCompany and its Subsidiaries made available to Parent and Merger Sub, and any supplements including due diligence materials, or addenda thereto (collectively, the "OFFERING MEMORANDUM"), in any presentation relating to either Seller, of the Seller Business business of the Company and its Subsidiaries by management of the Company or the Purchased Assets given others in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaserhereby, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Parent or Merger Sub 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 any offering memorandum or similar materials made in any such filing or contained in any such other information available by the Company and its Representatives are not and shall not be deemed to be a representation or warranty to include representations or warranties of any Seller hereunder the Company, and are not and shall not be deemed to be relied upon by Parent or otherwise. No Person has been authorized by a Seller to make any representation or warranty Merger Sub in respect of a Sellerexecuting, Sellers, the Seller Business or the Purchased Assets in connection with delivering and performing this Agreement and the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreementhereby.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes(a) NONE OF SELLER, nor has madeTHE COMPANY NOR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE STOCKHOLDERS, any representation or warranty relating to any Seller PartyPARTNERS, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this AgreementMEMBERS OR REPRESENTATIVES HAS MADE, AND NONE OF THEM SHALL BE DEEMED TO HAVE MADE, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, OF ANY NATURE WHATSOEVER RELATING TO THE SHARES, THE COMPANY, ITS SUBSIDIARIES, OR THEIR RESPECTIVE BUSINESSES, INCLUDING THE COMPANY BUSINESS, OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITH RESPECT TO THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR THE COMPANY BUSINESS AFTER THE CLOSING, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III. In addition, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY DISCLAIMED. (b) Without limiting the generality of the disclaimer set forth in the two preceding sentencesSection 3.19(a), neither Seller makes, and no none of Seller, their officersthe Company, employeesor any other Person (including any stockholder, representatives and agents partner, member or Representative of the Company or any Subsidiary) has made, and none of them shall not be deemed to have made made, any representations express or warranties implied representation or warranty, either written or oral, in the materials relating to the business of the Company and its Subsidiaries Made Available to Purchaser and its Representatives, including due diligence materials, all versions of the Company’s Confidential Information Memorandum dated as of June, 2001 relating to the sale or any presentation of the Purchased Assets, business of the Company and any supplements its Subsidiaries by management of the Company or addenda thereto (collectively, the "OFFERING MEMORANDUM"), any presentation relating to either Seller, the Seller Business or the Purchased Assets given others in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaser, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Purchaser in executing, made in delivering and performing this Agreement and the transactions contemplated hereby. It is expressly understood that any such filing estimates, forecasts, projections, budgets or contained in other predictions, any such other 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 by the Company and its Representatives, are not and shall not be deemed to be a representation or warranty to include representations or warranties of any Seller hereunder or otherwise. No Person has been authorized by a Seller to make any representation or warranty in respect of a Seller, Sellers, the Seller Business or the Purchased Assets Company, and are not and shall not be deemed to be relied upon by Purchaser in connection with executing and delivering this Agreement and the other Transaction Documents and performing the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations hereby and warranties of each Seller expressly set forth in this Agreementthereby.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes(a) NONE OF THE COMPANY, nor has madeSELLER, any representation or warranty relating to any Seller PartyANY AFFILIATE THEREOF, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In additionNOR ANY OF THEIR REPRESENTATIVES (FINANCIAL, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. LEGAL OR OTHERWISE), HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. (b) Without limiting the generality of the disclaimer set forth in foregoing, none of the two preceding sentencesCompany, neither Seller makes, and no Seller, their officers, employees, representatives and agents nor any Affiliate or Representative thereof has made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials relating to the sale business of the Purchased AssetsCompany and its Subsidiaries made available to Buyer, and any supplements including due diligence materials, or addenda thereto (collectively, the "OFFERING MEMORANDUM"), in any presentation relating to either Seller, of the Seller Business business of the Company and its Subsidiaries by management of the Company or the Purchased Assets given others in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaserhereby, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer 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 confidential information memorandum or similar materials made in any such filing available by the Company, Seller or contained in any such other information its representatives are not and shall not be deemed to be a representation or warranty to include representations or warranties of any Seller hereunder the Company or otherwise. No Person has been authorized by a Seller to make any representation or warranty in respect of a Seller, Sellersand are not and shall not be deemed to be relied upon by Buyer in executing, the Seller Business or the Purchased Assets in connection with delivering and performing this Agreement and the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreementhereby.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes(a) NONE OF SELLER, nor has madeANY GROUP COMPANY, any representation or warranty relating to any Seller PartyANY AFFILIATE THEREOF, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In additionNOR ANY OF THEIR REPRESENTATIVES (FINANCIAL, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. LEGAL OR OTHERWISE), MAKES OR HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO SELLER, THE GROUP COMPANIES OR ANY OF THEIR SUBSIDIARIES OR THE BUSINESS OF THE GROUP COMPANIES OR OTHERWISE IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V. SELLER HEREBY EXPRESSLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY MATTER WHATSOEVER. (b) Without limiting the generality of the disclaimer set forth in the two preceding sentencesforegoing, neither Seller makes, and no none of Seller, their officers, employees, representatives and agents any Group Companies nor any Affiliate or Representative thereof has made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials relating to the sale business of the Purchased AssetsGroup Companies made available to Buyer, and any supplements including due diligence materials, or addenda thereto (collectively, the "OFFERING MEMORANDUM"), in any presentation relating to either Seller, of the business of the Group Companies by management of Seller Business or the Purchased Assets given others in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to PurchaserContemplated Transactions, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty hereunder or otherwise or 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 future financial information or any memoranda or offering materials or presentations, including but not limited to, any confidential information memorandum or similar materials made in any such filing available by Seller, the Group Companies or contained in any such other information their Affiliates or Representatives are not and shall not be deemed to be a representation or warranty to include representations or warranties of any Seller hereunder or otherwise. No Person has been authorized by a Seller to make any representation or warranty in respect of a Seller, Sellersand are not and shall not be deemed to be relied upon by Buyer in executing, the Seller Business or the Purchased Assets in connection with the transactions contemplated by delivering and performing this Agreement that is inconsistent with or in addition to and the representations and warranties of each Seller expressly set forth in this AgreementContemplated Transactions.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes(a) NONE OF THE COMPANY, nor has madeANY OF ITS SUBSIDIARIES OR ANY OF ITS REPRESENTATIVES, any representation or warranty relating to any Seller PartyDIRECTORS, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In additionOFFICERS OR STOCKHOLDERS, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV OR IN THE REAL PROPERTY ASSET PURCHASE AGREEMENT. (b) Without limiting the generality of the disclaimer set forth in the two preceding sentencesforegoing, neither Seller makesthe Company nor any of its Subsidiaries, and no Sellernor any Representative of the Company or any of its Subsidiaries, nor any of their respective employees, officers, employeesdirectors or stockholders, representatives and agents has made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials relating to the sale business of the Purchased AssetsCompany and its Subsidiaries made available or delivered to Buyer and MergerCo, and any supplements including due diligence materials, or addenda thereto (collectively, the "OFFERING MEMORANDUM"), in any presentation relating to either Seller, of the Seller Business business of the Company and its Subsidiaries by management of the Company or the Purchased Assets given others in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaserhereby, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty hereunder and deemed to be relied upon by Buyer or MergerCo 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 in any such filing available or contained in any such other information delivered by the Company and its Representatives, are not and shall not be deemed to be a representation or warranty to include representations or warranties of any Seller hereunder the Company, and are not and shall not be deemed to be relied upon by Buyer or otherwise. No Person has been authorized by a Seller to make any representation or warranty MergerCo in respect of a Sellerexecuting, Sellers, the Seller Business or the Purchased Assets in connection with delivering and performing this Agreement and the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreementhereby.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes, nor has made, any representation or warranty relating to any Seller Party, the Seller Business or the Purchased Assets other than Except for the representations and warranties of each Seller expressly set forth contained in this Agreement. In addition, Purchaser acknowledges Article III (as modified by the Disclosure Schedule) (which representations and agrees that neither Seller has made any implied warranties shall terminate and be of merchantability no further force or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. Without limiting the generality effect as of the disclaimer set forth Closing), or expressly contained in the two preceding sentencesany Related Agreement, neither no Seller nor any other Person makes, and no Seller, their officers, employees, representatives and agents has made, and or shall not be deemed to have made any representations representation or warranties in the Confidential Information Memorandum dated warranty, express or implied, including as of June, 2001 relating to the sale accuracy or completeness of the Purchased any information regarding any Sellers, any Acquired Assets, and any supplements or addenda thereto (collectivelyAssumed Liabilities, the "OFFERING MEMORANDUM")Business or any other matter and no Seller nor any other Person will be subject to any Liability to Buyer or any other Person resulting from such matters or the distribution to Buyer, or the use of, any presentation relating such information. Notwithstanding anything herein to either Sellerthe contrary, the Seller Business or the Purchased Assets given in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf but without limitation of any Seller with any governmental agency or in any other information provided to or made available to Purchaser, and no statement contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller hereunder or otherwise. No Person has been authorized by a Seller to make any representation or warranty expressly contained in respect this Article III or any Related Agreement, NO SELLER MAKES ANY OTHER (AND HEREBY DISCLAIMS EACH OTHER) REPRESENTATION, WARRANTY, OR GUARANTY WITH RESPECT TO THE VALUE, CONDITION, OR USE OF THE ACQUIRED ASSETS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Without limitation of a Sellerany representation or warranty expressly contained in this Article III or any Related Agreement, SellersBUYER ACKNOWLEDGES THAT, the Seller Business SHOULD THE CLOSING OCCUR, BUYER WILL ACQUIRE THE ACQUIRED ASSETS AND ASSUME THE ASSUMED LIABILITIES IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING ANY WITH RESPECT TO ENVIRONMENTAL, HEALTH, OR SAFETY MATTERS). Without limitation of any representation or the Purchased Assets warranty expressly contained in connection with the transactions contemplated this Article III or any Related Agreement, Sellers disclaim all Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Buyer or its Affiliates or Representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer by any director, officer, employee, agent, consultant, or Representative of Sellers or any of their Affiliates). Notwithstanding anything in this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth contrary, nothing in this AgreementAgreement shall limit Sellers’ liability for fraud.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes(a) NONE OF THE COMPANY, nor has madeITS SUBSIDIARIES, any representation or warranty relating to any Seller PartyAFFILIATES OR REPRESENTATIVES HAS MADE ANY REPRESENTATIONS OR WARRANTIES, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In additionEXPRESS OR IMPLIED, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, AFFILIATESOR REPRESENTATIVES OR THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. (b) Without limiting the generality of the disclaimer set forth in the two preceding sentencesforegoing, neither Seller makesthe Company, and no Sellernor any representative of the Company, their nor any of its employees, officers, employeesdirectors or stockholders or other affiliates, representatives and agents has made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials relating to the sale business of the Purchased AssetsCompany and its Subsidiaries made available to Parent and Merger Sub and their respective representatives and affiliates, and any supplements including due diligence materials, or addenda thereto (collectively, the "OFFERING MEMORANDUM"), in any presentation relating to either Seller, of the Seller Business business of the Company and its Subsidiaries by management of the Company or the Purchased Assets given others in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaserhereby, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Parent or Merger Sub 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 in any such filing or contained in any such other information available by the Company and its representatives are not and shall not be deemed to be a representation or warranty to include representations or warranties of the Company or any Seller hereunder of its Subsidiaries, and are not and shall not be deemed to be relied upon by Parent or otherwise. No Person has been authorized by a Seller to make any representation or warranty Merger Sub in respect of a Sellerexecuting, Sellers, the Seller Business or the Purchased Assets in connection with delivering and performing this Agreement and the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreementhereby.

Disclaimer of Other Representations and Warranties. Purchaser Each of Parent and Buyer acknowledges and agrees that neither Seller makesdoes not make, nor and has not made, any representation representations or warranty warranties relating to any Seller PartySeller, CLT, the Seller Business Assets or the Purchased Assets Business other than the representations and warranties of each Seller expressly set forth in this Agreement. In addition, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. Without limiting the generality of the disclaimer set forth in the two preceding sentencessentence, neither Seller makesdoes not make, and no Seller, their Seller and its respective officers, employeesmembers, representatives managers, employees and agents has have not made, and shall not be deemed to have made any representations or warranties in the CLT Confidential Information Descriptive Memorandum dated as of JuneSprixx, 2001 relating to the sale of the Purchased Assets0000, and xxd any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUMOffering Memorandum"), any presentation relating to either Seller, CLT, the Seller Business Assets or the Purchased Assets Business given in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency Governmental Entity or in any other information provided to or made available to PurchaserBuyer, and no statement contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller hereunder or otherwise. No Person person has been authorized by a Seller to make any representation or warranty in respect of a Seller, SellersCLT, the Seller Business Assets or the Purchased Assets Business in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreement.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges Best Knowledge (a) Seller does not make, and agrees that neither Seller makes, nor has not made, any representation representations or warranty warranties relating to any Seller Party, or the Seller Business or otherwise in connection with the Purchased Assets transactions contemplated hereby other than the representations and warranties of each Seller those expressly set forth in this Agreementherein. In additionIt is understood that any cost estimate, Purchaser acknowledges and agrees that neither Seller has made projection or other prediction, any implied warranties of merchantability data, any financial information or fitness for a specific purpose with regard to either the Purchased Assets any memoranda or the Seller Business. Without limiting the generality of the disclaimer set forth in the two preceding sentences, neither Seller makes, and no Seller, their officers, employees, representatives and agents has made, offering materials or presentations are not and shall not be deemed to have made any be or to include representations or warranties in the Confidential Information Memorandum dated as of June, 2001 relating to the sale of the Purchased Assets, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUM"), any presentation relating to either Seller, the Seller Business or the Purchased Assets given in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaser, and no statement contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller hereunder or otherwise. No Person person has been authorized by a Seller to make any representation or warranty in respect of a relating to Seller, Sellersthe Purchased Assets, the Seller Business Business, or the Purchased Assets otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller Seller. (b) Except as expressly set forth in this Agreementthe Agreement the Purchased Assets and the Business are, and are understood by Purchaser to have been sold on an "AS IS, WHERE IS" BASIS AND, EXCEPT AS TO THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WITH RESPECT TO THE PURCHASED ASSETS, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (c) Whenever a representation or warranty made by Seller herein refers to the knowledge or expectation of Seller, such knowledge or expectation shall be deemed to consist only of the actual knowledge or expectation of any of those persons listed on Schedule 6.31. Seller has not undertaken, nor shall Seller have any duty to undertake, any investigation concerning any matter as to which a representation or warranty is made as to the Seller's knowledge or expectation.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes(a) NONE OF THE COMPANY, nor has madeANY OF ITS SUBSIDIARIES OR ANY OF ITS REPRESENTATIVES, any representation or warranty relating to any Seller PartyDIRECTORS, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In additionOFFICERS OR STOCKHOLDERS, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 2. (b) Without limiting the generality of the disclaimer set forth in the two preceding sentencesforegoing, neither Seller makesthe Company, and no Sellernor any representative of the Company, their nor any of its employees, officers, employeesdirectors or stockholders, representatives and agents has made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials relating to the sale business of the Purchased AssetsCompany and its Subsidiaries made available to Parent and Merger Sub, and any supplements including due diligence materials, or addenda thereto (collectively, the "OFFERING MEMORANDUM"), in any presentation relating to either Seller, of the Seller Business business of the Company and its Subsidiaries by management of the Company or the Purchased Assets given others in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaserhereby, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty hereunder and deemed to be relied upon by Parent or Merger Sub 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 any offering memorandum or similar materials made in any such filing or contained in any such other information available by the Company and its representatives, are not and shall not be deemed to be a representation or warranty to include representations or warranties of any Seller hereunder the Company, and are not and shall not be deemed to be relied upon by Parent or otherwise. No Person has been authorized by a Seller to make any representation or warranty Merger Sub in respect of a Sellerexecuting, Sellers, the Seller Business or the Purchased Assets in connection with delivering and performing this Agreement and the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreementhereby.

Disclaimer of Other Representations and Warranties. Purchaser Buyer acknowledges and agrees that neither Seller makesthat, nor has except for the representations and warranties expressly set forth in this Agreement (a) Sellers do not make, and have not made, any representations or warranties relating to NuevaTel, themselves or any of their respective Affiliates or otherwise in connection with the transactions contemplated hereby and Buyer is not relying on any representation or warranty except for those expressly set forth in this Agreement, (b) no Person has been authorized by Sellers to make any representation or warranty relating to any Seller PartyNuevaTel, themselves or any of their respective Affiliates or otherwise in connection with the Seller Business transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Buyer as having been authorized by such party, (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Buyer or any of its Representatives are not and shall not be deemed to be or include representations or warranties unless any such material or information is the Purchased Assets other than the representations and warranties subject of each Seller expressly any express representation or warranty set forth in Article II of this Agreement. In addition, Purchaser acknowledges and agrees that neither (d) without limiting the generality of the foregoing, no Seller makes, or has made made, any implied representations or warranties of merchantability whatsoever relating to any projections, estimates, predictions, or fitness for a specific purpose with regard to either the Purchased Assets prospects (or the Seller Businessassumptions used in their preparation) provided, addressed or made available to Buyer or any of its Representatives. The Buyer has relied on its own examination of NuevaTel prospects, and it has been afforded the opportunity to review written materials in a virtual data room and to ask questions of the management of NuevaTel relating to NuevaTel’s business, operations, and finances. The Buyer has sought such accounting, legal and tax advice as it has considered appropriate to make an informed decision with respect to the purchase of the Sale Interests. Without limiting the generality of the disclaimer set forth in the two preceding sentencesforegoing, neither Seller makes, and Buyer hereby confirms that it has no Seller, their officers, employees, representatives and agents has made, and shall not be deemed to have made Knowledge that any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 relating to the sale of the Purchased Assets, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUM"), any presentation relating to either Seller, the Seller Business or the Purchased Assets given in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaser, and no statement contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller hereunder or otherwise. No Person has been authorized by a Seller to make any representation or warranty in respect of a Seller, Sellers, the Seller Business or the Purchased Assets in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth Sellers regarding NuevaTel or Sellers in this AgreementAgreement is not true and correct, and Buyer has no Knowledge of any errors in, or omissions from, the Sellers Disclosure Schedule.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makesPURCHASER ACKNOWLEDGES AND AGREES THAT SELLER DOES NOT MAKE, nor has madeAND HAS NOT MADE, any representation or warranty relating to any Seller PartyANY REPRESENTATIONS OR WARRANTIES RELATING TO SELLER, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this AgreementTHE PARTNERSHIP OR ITS ASSETS, THE BUSINESS, OR THE INTEREST OTHER THAN THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT. In additionIN ADDITION, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller BusinessPURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE WITH REGARD TO EITHER THE ASSETS USED IN THE BUSINESS OR THE BUSINESS ITSELF. Without limiting the generality of the disclaimer set forth in the two preceding sentences, neither Seller makesdoes not make, and no Seller, their its officers, employees, representatives and agents has have not made, and shall not be deemed to have made any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 relating to the sale of the Purchased Assetstransaction contemplated by this Agreement, and any supplements or addenda thereto (collectively, the "OFFERING MEMORANDUMOffering Memorandum"), any presentation relating to either Seller, the Seller Partnership or its assets, the Business or the Purchased Assets Interest given in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller or the Partnership with any governmental agency or in any other information provided to or made available to Purchaser, and no statement contained in the Offering Memorandum, made in any such presentation, made in any such filing or contained in any such other information shall be deemed to be a representation or warranty of any Seller hereunder or otherwise. No Person has been authorized by a Seller to make any representation or warranty in respect of a Seller, Sellersthe Partnership or its assets, the Seller Business or the Purchased Assets Interest in connection with the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreement.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makesKnowledge; -------------------------------------------------------------- Disclosure. ---------- (a) None of the Company, nor has madeits representatives, including, without limitation, Chase Securities, Inc. ("Chase") or the Stockholders have made any representation representations or warranty warranties relating to any Seller Party, the Seller Business Company or the Purchased Assets Subsidiaries or the business of the Company or otherwise in connection with the transactions contemplated hereby other than the representations and warranties of each Seller those expressly set forth herein in this Agreement. In addition, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability Section 3 or fitness for a specific purpose with regard to either the Purchased Assets or the Seller BusinessSection 4. Without limiting the generality of the disclaimer set forth in foregoing, none of the two preceding sentencesCompany, neither Seller makesChase, and no Seller, their officers, employees, other representatives and agents of the Company or the Stockholders has made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials relating to the sale business of the Purchased Assets, and any supplements Company made available to Buyer by Chase or addenda thereto (collectively, the "OFFERING MEMORANDUM"), in any presentation relating to either Seller, of the Seller Business or business of the Purchased Assets given Company in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaserhereby, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty hereunder or otherwise. 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 the materials made in any such filing or contained in any such other information available by Chase and the Company, are not and shall not be deemed to be a representation or warranty to include representations or warranties of any Seller hereunder or otherwisethe Company. No Person person has been authorized by a Seller the Stockholders or the Company to make any representation or warranty in respect of a Seller, Sellersrelating to the Stockholders, the Seller Business Company, the business of the Company or the Purchased Assets otherwise in connection with the transactions contemplated hereby and, if made, such representation or warranty must not be relied upon as having been authorized by the Stockholders or the Company. (b) Whenever a representation or warranty made by the Company herein refers to the knowledge of the Company, such knowledge shall be deemed to consist only of the actual knowledge on the date hereof and on the Closing Date, as applicable, of the senior management of the Company. The Company has not undertaken, nor shall the Company have any duty to undertake, any investigation concerning any matter as to which a representation or warranty is made as to the knowledge of the Company. (c) Notwithstanding anything to the contrary contained in this Agreement that is inconsistent with or in addition any of the Schedules, any information disclosed in one Schedule shall be deemed to be disclosed in all Schedules. Certain information set forth in the Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by the Company in this Agreement or that it is material, nor shall such information be deemed to establish a standard of each Seller expressly materiality. (d) From time to time prior to the Closing, the Company and the Stockholders may amend or supplement the Schedules attached to this Agreement with respect to any matter that, if existing or occurring at or prior to the Closing Date, would have been required to be set forth or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in this AgreementSection 3 or Section 4 hereof, except that no such amendment or supplement shall reflect a matter which would represent or cause a Material Adverse Effect.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes(a) NONE OF SELLERS, nor has madeTHE COMPANY, any representation or warranty relating to any Seller PartyANY OF ITS SUBSIDIARIES OR ANY OF ITS REPRESENTATIVES, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In additionDIRECTORS, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. OR OFFICERS, HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 3. (b) Without limiting the generality of the disclaimer set forth in the two preceding sentencesforegoing, neither the Company nor any representative of the Company or any Seller makes, and no Seller, their officers, employees, representatives and agents has made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials relating to the sale business of the Purchased AssetsCompany and its Subsidiaries made available to Buyer, and any supplements including due diligence materials, or addenda thereto (collectively, the "OFFERING MEMORANDUM"), in any presentation relating to either Seller, of the Seller Business business of the Company and its Subsidiaries by management of the Company or the Purchased Assets given others in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to Purchaserhereby, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by Buyer 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 in any such filing or contained in any such other information available by the Company and its representatives are not and shall not be deemed to be a representation or warranty to include representations or warranties of any Seller hereunder or otherwise. No Person has been authorized the Company and are not and shall not be deemed to be relied upon by a Seller to make any representation or warranty Buyer in respect of a Sellerexecuting, Sellers, the Seller Business or the Purchased Assets in connection with delivering and performing this Agreement and the transactions contemplated by this Agreement that is inconsistent with or in addition to the representations and warranties of each Seller expressly set forth in this Agreementhereby.

Disclaimer of Other Representations and Warranties. Purchaser acknowledges and agrees that neither Seller makes(a) NONE OF SELLERS, nor has madeANY GROUP COMPANY, any representation or warranty relating to any Seller PartyANY AFFILIATE THEREOF, the Seller Business or the Purchased Assets other than the representations and warranties of each Seller expressly set forth in this Agreement. In additionNOR ANY OF THEIR REPRESENTATIVES (FINANCIAL, Purchaser acknowledges and agrees that neither Seller has made any implied warranties of merchantability or fitness for a specific purpose with regard to either the Purchased Assets or the Seller Business. LEGAL OR OTHERWISE), MAKES OR HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO SELLERS, THE GROUP COMPANIES OR ANY OF THEIR SUBSIDIARIES OR THE BUSINESS OF THE GROUP COMPANIES OR OTHERWISE IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES OF SELLERS EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE X. XXXXXXX HEREBY EXPRESSLY DISCLAIM ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY MATTER WHATSOEVER. (b) Without limiting the generality of the disclaimer set forth in the two preceding sentencesforegoing, neither Seller makesnone of Sellers, and no Seller, their officers, employees, representatives and agents any Group Companies nor any Affiliate or Representative thereof has made, and shall not be deemed to have made made, any representations or warranties in the Confidential Information Memorandum dated as of June, 2001 materials relating to the sale business of the Purchased AssetsGroup Companies made available to Buyer, and any supplements including due diligence materials, or addenda thereto (collectively, the "OFFERING MEMORANDUM"), in any presentation relating to either Seller, of the Seller Business business of the Group Companies by management of Sellers or the Purchased Assets given others in connection with the transactions contemplated by this Agreement, in any filing made by or on behalf of any Seller with any governmental agency or in any other information provided to or made available to PurchaserContemplated Transactions, and no statement contained in the Offering Memorandum, any of such materials or made in any such presentationpresentation shall be deemed a representation or warranty hereunder or otherwise or 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 future financial information or any memoranda or offering materials or presentations, including but not limited to, any confidential information memorandum or similar materials made in any such filing available by Sellers, the Group Companies or contained in any such other information their Affiliates or Representatives are not and shall not be deemed to be a representation or warranty to include representations or warranties of any Seller hereunder or otherwise. No Person has been authorized by a Seller to make any representation or warranty in respect of a Seller, Sellers, the Seller Business or the Purchased Assets and are not and shall not be deemed to be relied upon by Buyer in connection with the transactions contemplated by executing, delivering and performing this Agreement that is inconsistent with or in addition to and the representations and warranties of each Seller expressly set forth in this AgreementContemplated Transactions.