Common use of Disclaimer of Representations and Warranties Clause in Contracts

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each The Buyer acknowledges that (i) it has had and pursuant to this Agreement shall have before Closing access to the Acquired Companies and the Acquired Company Assets and the officers or other representatives of Parent the Seller and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, the Buyer has relied solely on the basis of its own independent investigation, including environmental and other inspections, and upon the express representations, warranties, covenants, and agreements set forth in this Agreement, and the Seller expressly disclaims all liability and responsibility for any representation, warranty, statement or communication made or communicated (orally or in writing) to the Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement or any Transaction Agreement (including, without limitation, any opinion, information, projection or advice that may have been provided to the Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Seller or any of its Affiliates). Toward this end, except as expressly set forth in this Agreement, no Seller Indemnitee shall have liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any such information relating to any Seller Indemnitee, or prepared by or on behalf of itself any Seller Indemnitee, and each supplied to the Buyer before the date of this Agreement, or any information, documents or materials made available to the Buyer in any data rooms, any presentation or in any other member form relating to the business of the Parent Group) and SpinCo (on behalf of itself and each other member of Acquired Companies in connection with the SpinCo Group) understands and agrees transactions contemplated hereby. Accordingly, the Buyer acknowledges that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersSeller has not made, no party to this Agreementand THE SELLER MAKES NO AND DISCLAIMS ANY, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebyREPRESENTATIONS OR WARRANTIES, as WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY OF THE ACQUIRED COMPANY ASSETS (INCLUDING ANY RIGHTS OF WAY) (WHETHER RELATING TO DEFECTIVE TITLE OR GAPS IN TITLE), (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT, OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, (iii) THEIR MERCHANTABILITY, (iv) THEIR FITNESS FOR ANY PARTICULAR PURPOSE, (v) THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (vi) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANTS, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION RELATING TO ANY ACQUIRED COMPANY ASSETS, (vii) THE QUANTITY, QUALITY, PRODUCTION OR RECOVERABILITY OF HYDROCARBONS, (viii) ANY ESTIMATES OF THE VALUE OF THE ACQUIRED COMPANY EQUITY INTERESTS OR RELATED ACQUIRED COMPANY ASSETS OR FUTURE REVENUES GENERATED THEREFROM, (ix) THE MAINTENANCE, REPAIR, CONDITION, QUALITY SUITABILITY, DESIGN OR MARKETABILITY OF THE ACQUIRED COMPANY ASSETS, (x) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ANY PERSON WITH RESPECT TO THE ACQUIRED COMPANY EQUITY INTERESTS OR ACQUIRED COMPANY ASSETS, (xi) ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO THE BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY DISCUSSION OR PRESENTATION RELATED THERETO, (xii) ANY EXPRESS OR IMPLIED WARRANTY OF FREEDOM FROM INTELLECTUAL PROPERTY INFRINGEMENT, (xiii) ANY RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (xiv) ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ACQUIRED COMPANY ASSETS, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OF THE ACQUIRED COMPANY ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), INCLUDING FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION. THE INCLUSION BY ANY SELLER PARTY OF ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY ANY SELLER PARTY UNDER ANY LAW (INCLUDING ANY ENVIRONMENTAL LAW) FOR ACTS, OMISSIONS, OBLIGATIONS OR EVENTS INVOLVING THE PRESENCE, IF ANY, OF ANY POLLUTANTS, CONTAMINANTS, TOXIN OR HAZARDOUS OR EXTREMELY HAZARDOUS SUBSTANCES, MATERIALS, WASTES, CONSTITUENTS, COMPOUNDS OR CHEMICALS THAT ARE REGULATED BY, OR MAY FORM THE BASIS OF LIABILITY UNDER, ANY ENVIRONMENTAL LAWS ON OR ADJACENT TO THE ACQUIRED COMPANY ASSETS. The Parties agree that, to the sufficiency of extent required by Law to be effective, the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby disclosures contained in this Section 8(h) are “conspicuous” for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, purposes of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsLaws.

Disclaimer of Representations and Warranties. Each of Parent Honeywell (on behalf of itself and each other member of the Parent Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Honeywell Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent Honeywell (on behalf of itself and each other member of the Parent Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c12.01(c), in any Ancillary Agreement or the Representation LettersTax Opinion Representations. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Nuance (on behalf of itself and each other member of the Parent Nuance Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersLetter, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Nuance Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent Nuance (on behalf of itself and each other member of the Parent Nuance Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation LettersLetter. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent SnackCo (on behalf of itself and each other member of the Parent GroupSnackCo Entity) and SpinCo GroceryCo (on behalf of itself and each other member of the SpinCo GroupGroceryCo Entity) understands and agrees that, except as expressly set forth in this Agreement, Agreement or in any Ancillary Agreement or the Representation LettersAgreement, no party (including its Affiliates) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement is representing or warranting otherwise, makes any representations or warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein in this Agreement or in any Ancillary Agreement, any (a) the parties and the members of their respective Groups are transferring all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (b) the parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) none of the SnackCo Entities or the GroceryCo Entities (including their Affiliates) or any necessary noticesother Person makes any representation or warranty with respect to any information, Governmental Approvals documents or other Consents are not delivered material made available in connection with the Separation or obtained, as applicablethe Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer this Agreement or any instrumentAncillary Agreement or the transactions contemplated hereby or thereby, assignment, document except as expressly set forth in this Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsany Ancillary Agreement.

Disclaimer of Representations and Warranties. Each of Parent B&N (on behalf of itself and each other member of the Parent B&N Group) and SpinCo BNED (on behalf of itself and each other member of the SpinCo BNED Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo BNED Business or the Parent B&N Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” ”, “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Neurotrope (on behalf of itself and each other member of the Parent Neurotrope Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) NBI understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo NBI Business or the Parent Neurotrope Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Ashland Global (on behalf of itself and each other member of the Parent Ashland Global Group) and SpinCo Valvoline (on behalf of itself and each other member of the SpinCo Valvoline Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party Party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Valvoline Business or the Parent Ashland Global Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent New NGC (on behalf of itself and each other member of the Parent GroupNew NGC Entity) and SpinCo HII (on behalf of itself and each other member of the SpinCo GroupHII Entity) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party (including its Affiliates) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing making any representations or warranting warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any (a) all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (b) any implied warranty of merchantability, fitness for a specific purpose or otherwise is hereby expressly disclaimed, (c) the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) none of the New NGC Entities or the HII Entities (including their Affiliates) or any necessary noticesother Person makes any representation or warranty with respect to any information, Governmental Approvals documents or other Consents are not delivered material made available in connection with the Separation or obtained, as applicablethe Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer this Agreement or any instrumentAncillary Agreement or the transactions contemplated hereby or thereby, assignment, document except as expressly set forth in this Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsany Ancillary Agreement.

Disclaimer of Representations and Warranties. Each of Parent J&J (on behalf of itself and each other member of the Parent J&J Group) and SpinCo Kenvue (on behalf of itself and each other member of the SpinCo Kenvue Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement Agreement, nor any other Person, is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Kenvue Business or the Parent J&J Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary AgreementAgreement or the Representation Letters, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Select (on behalf of itself and each other member of the Parent Select Group) and SpinCo Concentra (on behalf of itself and each other member of the SpinCo Concentra Group) understands and agrees that, except as expressly set forth in this Agreement, Agreement and any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement Agreement, nor any other Person, is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Concentra Business or the Parent Select Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary AgreementAgreement or the Representation Letters, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Xxxxxx (on behalf of itself and each other member of the Parent Xxxxxx Group) and SpinCo Cable (on behalf of itself and each other member of the SpinCo Cable Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Cable Business or the Parent Xxxxxx Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself the Vendor and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) Purchaser understands and agrees that, except as expressly set forth in the Separation Agreement, this Agreement, any Ancillary the Tax Sharing Agreement or the Representation Lettersin any other Ancillary Agreement, no party (including its Affiliates) to the Separation Agreement, this Agreement, the Tax Sharing Agreement any other Ancillary Agreement or any other agreement or document contemplated by the Separation Agreement, this Agreement, the Tax Sharing Agreement or any other Ancillary Agreement is representing or warranting otherwise, makes any representations or warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein in the Separation Agreement, this Agreement, the Tax Sharing Agreement or in any other Ancillary Agreement, any (a) the parties and the members of their respective Group are transferring all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (b) the parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall will bear the economic and legal risks that (a) any conveyance shall will prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (bd) none of the Vendor or the Purchaser (including their Affiliates) or any necessary noticesother Person makes any representation or warranty with respect to any information, Governmental Approvals documents or other Consents are not delivered material made available in connection with the Separation or obtained, as applicablethe Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer Separation Agreement, this Agreement, the Tax Sharing Agreement or any instrumentother Ancillary Agreement or the transactions contemplated hereby or thereby, assignmentexcept as expressly set forth in the Separation Agreement, document this Agreement, the Tax Sharing Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or any other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsAncillary Agreement.

Disclaimer of Representations and Warranties. Each of Parent Timken (on behalf of itself and each other member of the Parent GroupBearings Entity) and SpinCo TimkenSteel (on behalf of itself and each other member of the SpinCo GroupTimkenSteel Entity) understands and agrees that, except as expressly set forth in this Agreement or in any Ancillary Agreement, any Ancillary Agreement or the Representation Letters, no party Party (including its Affiliates) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement Agreement, makes any representations or any Ancillary Agreement is representing or warranting warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein in this Agreement or in any Ancillary Agreement, any (a) the Parties and the members of their respective Groups are transferring all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (b) the Parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall will bear the economic and legal risks that (a) any conveyance shall will prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) none of the Bearings Entities or the TimkenSteel Entities (including their respective Affiliates) or any necessary noticesother Person makes any representation or warranty about, Governmental Approvals and will not have any Liability for, the accuracy of or other Consents are not delivered omissions from any information, documents or obtainedmaterials relating to any Assets, as applicablethe Steel Business or the Bearings Business or otherwise made available in connection with the Separation or the Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer this Agreement or any instrumentAncillary Agreement or the transactions contemplated hereby or thereby, assignment, document except as expressly set forth in this Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsany Ancillary Agreement.

Disclaimer of Representations and Warranties. Each of Parent TWX (on behalf of itself and each other member of the Parent TWX Group) and SpinCo Time (on behalf of itself and each other member of the SpinCo Time Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Publishing Business or the Parent TWX Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands acknowledges and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the assets, businesses or Liabilities liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets any consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents approvals required in connection therewith herewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests security interests of, or any other matter concerning, any Assets or Liabilities assets of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Assetasset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder or thereunder to convey title to any Asset asset, right or thing of value property upon the execution, delivery and filing hereof or thereof. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, and each of Parent ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (on behalf of itself and each other member of the Parent GroupAND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) and SpinCo AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (on behalf of itself and each other member of the SpinCo GroupA) has relied only on the representations and warranties expressly contained in Section 11.01(c)ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary AgreementFREE AND CLEAR OF ANY SECURITY INTEREST, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that AND (aB) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

Disclaimer of Representations and Warranties. Each of Parent MII (on behalf of itself and each other member of the Parent GroupMII Entity) and SpinCo MVWC (on behalf of itself and each other member of the SpinCo GroupMVWC Entity other than Special Purpose Entities) understands and agrees that, except as expressly set forth herein or in this any Transaction Agreement, any Ancillary Agreement or the Representation Letters, no party (including its Affiliates) to this Agreement, any Ancillary Transaction Agreement or any other agreement or document contemplated by this Agreement, any Transaction Agreement or otherwise, is making any Ancillary Agreement is representing representations or warranting warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary this Agreement or the Representation Lettersof any Transaction Agreement. Except as may expressly be set forth herein or in any Ancillary Transaction Agreement, any (a) all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and (and, in the case of any real property, by means of a quitclaim or similar form of deed or conveyance), (b) any implied warranty of merchantability, fitness for a specific purpose or otherwise is hereby expressly disclaimed, (c) the respective transferees shall will bear the economic and legal risks that (a1) any conveyance shall will prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b2) any necessary notices, Governmental Approvals or other Consents are not delivered obtained or obtained, as applicable, or that any requirements of Laws or judgments Law are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.and

Disclaimer of Representations and Warranties. Each of Parent Xerox (on behalf of itself and each other member of the Parent Xerox Group) and SpinCo Conduent (on behalf of itself and each other member of the SpinCo Conduent Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement Party is representing or warranting in any way way, including any implied warranties of merchantability, fitness for a particular purpose, title, registerability, allowability, enforceability or non-infringement, as to any Assets Intellectual Property Rights or Intellectual Property Liabilities transferred or assumed as contemplated hereby or therebyhereby, as to the sufficiency of the Assets Intellectual Property Rights or Intellectual Property Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo BPO Business or the Parent Xerox Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets Intellectual Property Rights or assumptions of the Intellectual Property Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets Intellectual Property Rights or Intellectual Property Liabilities of such partyParty, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivableIntellectual Property Rights, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset Intellectual Property Rights or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets Intellectual Property Rights are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Xerox (on behalf of itself and each other member of the Parent Xerox Group) and SpinCo Conduent (on behalf of itself and each other member of the SpinCo Conduent Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement Agreement, any Real Estate Separation Document or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo BPO Business or the Parent Xerox Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titlevalid title or interest, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself the Vendor and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) Purchaser understands and agrees that, except as expressly set forth in the Separation Agreement, this Agreement, any Ancillary the Tax Sharing Agreement or the Representation Lettersin any other Ancillary Agreement, no party (including its Affiliates) to the Separation Agreement, this Agreement, the Tax Sharing Agreement any other Ancillary Agreement or any other agreement or document contemplated by the Separation Agreement, this Agreement, the Tax Sharing Agreement or any other Ancillary Agreement is representing or warranting otherwise, makes any representations or warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein in the Separation Agreement, this Agreement, the Tax Sharing Agreement or in any other Ancillary Agreement, any (a) the parties and the members of their respective Group are transferring all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (b) the parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall will bear the economic and legal risks that (a) any conveyance shall will prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) none of the Vendor or the Purchaser (including their Affiliates) or any necessary noticesother Person makes any representation or warranty with respect to any information, Governmental Approvals documents or other Consents are not delivered material made available in connection with the Separation or obtained, as applicablethe Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer Separation Agreement, this Agreement, the Tax Sharing Agreement or any instrumentother Ancillary Agreement or the transactions contemplated hereby or thereby, assignmentexcept as expressly set forth in the Separation Agreement, document this Agreement, the Tax Sharing Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or any other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsAncillary Agreement.

Disclaimer of Representations and Warranties. Each of Parent Honeywell (on behalf of itself and each other member of the Parent Honeywell Group) and SpinCo AdvanSix (on behalf of itself and each other member of the SpinCo AdvanSix Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo AdvanSix Business or the Parent Honeywell Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” ”, “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. (a) Each of Parent Xxxxxxx-Xxxxx Squibb (on behalf of itself and each other member of the Parent Xxxxxxx-Xxxxx Squibb Group) ), and SpinCo Xxxxxx (on behalf of itself and each other member of the SpinCo Xxxxxx Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any the Xxxxxx Assets or the Xxxxxx Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets any consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyXxxxxx Asset, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Xxxxxx Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Xxxxxx Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Xxxxxx Assets are being transferred on an “"as is,” “" "where is,” “with all faults” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (bii) any necessary notices, Consents or Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent Honeywell (on behalf of itself and each other member of the Parent Honeywell Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Honeywell Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes has included representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each Buyer acknowledges that (a) it has had, and pursuant to this Agreement shall have before Closing, access to the Companies, the AEC Subsidiary and their respective assets and the officers or other representatives of Parent the Companies, the AEC Subsidiary and Seller and (b) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent investigation, including environmental and other inspections, and upon the express representations, warranties, covenants and agreements set forth in this Agreement, and Seller and the Companies expressly disclaim all liability and responsibility for any representation, warranty, statement or communication made or communicated (orally or in writing) to Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement (including, without limitation, any opinion, information, projection or advice that may have been provided to Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Companies, the AEC Subsidiary, Seller or any of their respective Affiliates). Toward this end, except as expressly set forth in this Agreement, neither the Companies nor Seller or Seller’s Affiliates shall have liability to Buyer, any Buyer Indemnified Party (including following the Closing, the Companies and the AEC Subsidiary) or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information relating to the Companies and the AEC Subsidiary, or prepared by or on behalf of itself the Companies and each the AEC Subsidiary, and supplied to Buyer before or after the date of this Agreement, or any information, documents or materials made available to Buyer in any data rooms, any presentations or any other member form relating to the business of the Parent Group) Companies and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees AEC Subsidiary in connection with the transactions contemplated hereby. Accordingly, Buyer acknowledges that, except as expressly set forth in this Agreement, any Ancillary Agreement or neither the Representation LettersCompanies nor Seller nor either of their respective Affiliates has made, no party to this Agreementand THE COMPANIES, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebySELLER AND THEIR RESPECTIVE AFFILIATES MAKE NO AND DISCLAIM ANY, as REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY ASSETS OR LAND USE RIGHTS, (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, THEIR MERCHANTABILITY, THEIR FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (iii) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY CONSULTANTS RELATING TO ANY ASSETS OF THE COMPANIES AND THE AEC SUBSIDIARY, (iv) ANY ESTIMATES OF THE VALUE OF THE INTERESTS OR ASSETS OF THE COMPANIES AND THE AEC SUBSIDIARY OR FUTURE REVENUES GENERATED THEREFROM, (v) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF ANY ASSETS OF THE COMPANIES AND THE AEC SUBSIDIARY, (vi) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ANY PERSON WITH RESPECT TO THE INTERESTS OR ASSETS OF THE COMPANIES AND THE AEC SUBSIDIARY, (vii) ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY DISCUSSION OR PRESENTATION RELATED THERETO, (viii) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (ix) ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF ANY ASSETS OF T THE COMPANIES AND THE AEC SUBSIDIARY, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE). THE INCLUSION BY THE COMPANIES OR SELLER OF ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY THE COMPANIES, THE AEC SUBSIDIARY OR SELLER UNDER ANY LAW. Buyer agrees that, to the sufficiency of extent required by Law to be effective, the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby disclosures contained in this Section 10.1 are “conspicuous” for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, purposes of any such partyLaws. Seller’s Affiliates and their respective members, or as to the legal sufficiency of any assignmentpartners, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the executionstockholders, delivery managers, directors, officers, agents and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets employees are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose third party beneficiaries of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions10.1.

Disclaimer of Representations and Warranties. Each of Parent Purchaser acknowledges that (on behalf of itself a) it has had, and each pursuant to this Agreement shall have before Closing, access to the Acquired Company Entities and their respective assets and the officers or other member representatives of the Parent GroupAcquired Company Entities and Sellers and (b) in making the decision to enter into this Agreement and SpinCo (consummate the Transactions, Purchaser has relied solely on behalf of itself its own independent investigation, including environmental and each other member of inspections, and Sellers and the SpinCo Group) understands Acquired Company Entities expressly disclaim all liability and responsibility for, and Purchaser expressly acknowledges and agrees thatthat it has not relied upon, except any representation, warranty, statement or communication made, communicated (orally or in writing) to Purchaser or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this AgreementAgreement and any other agreement or certificate delivered pursuant hereto (including, without limitation, any Ancillary Agreement opinion, information, projection or advice that may have been provided to Purchaser by any officer, director, manager, employee, agent, consultant, representative or advisor of the Representation LettersAcquired Company Entities, no party Sellers or any of their respective Affiliates). Toward this end, except to the extent expressly provided in this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement certificate delivered pursuant hereto, neither the Acquired Company Entities nor Sellers or Sellers’ Affiliates shall have any liability to Purchaser (including following the Closing, the Acquired Company Entities) or any Ancillary Agreement is representing other Person resulting from the distribution to Purchaser, or warranting Purchaser’s use of, any such information relating to the Acquired Company Entities, or prepared by or on behalf of the Acquired Company Entities, and supplied to Purchaser before or after the date of this Agreement, or any information, documents or materials made available to Purchaser in the FMI Capital Advisors, Inc. data room, any presentations or any other form relating to the business of the Acquired Company Entities in connection with the Transactions. THE ACQUIRED COMPANY ENTITIES, SELLERS, AND THEIR RESPECTIVE AFFILIATES MAKE NO AND DISCLAIM ANY, AND PURCHASER DISCLAIMS ANY RELIANCE ON ANY, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (i) TITLE TO ANY ASSETS OR LAND USE RIGHTS, (ii) THE QUALITY, CONDITION, OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, THEIR MERCHANTABILITY, THEIR FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (iii) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY CONSULTANTS RELATING TO ANY ASSETS OF THE ACQUIRED COMPANY ENTITIES, (iv) ANY ESTIMATES OF THE VALUE OF THE INTERESTS OR ASSETS OF THE ACQUIRED COMPANY ENTITIES OR FUTURE REVENUES GENERATED THEREFROM, (v) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF ANY ASSETS OF THE ACQUIRED COMPANY ENTITIES, (vi) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ANY PERSON WITH RESPECT TO THE INTERESTS OR ASSETS OF THE ACQUIRED COMPANY ENTITIES, (vii) ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS, OR ANY DISCUSSION OR PRESENTATION RELATED THERETO, (viii) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (ix) ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF ANY ASSETS OF THE ACQUIRED COMPANY ENTITIES, AND (x) WHETHER THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT (BUT NOT WITH RESPECT TO ANY ACTUAL FRAUD RELATING TO ANY INCLUSIONS OR OMISSIONS IN THE SCHEDULES HERETO) CONTAIN ANY MATERIAL OMISSIONS. EXCEPT AS EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY AGREEMENT OR CERTIFICATE DELIVERED PURSUANT HERETO, ALL ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE). THE INCLUSION BY THE ACQUIRED COMPANY ENTITIES OR SELLERS OF ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY THE ACQUIRED COMPANY ENTITIES, SELLERS’ REPRESENTATIVE OR SELLERS UNDER ANY LAW. Purchaser agrees that, to the extent required by Law to be effective, the disclosures contained in this Section 10.21 are “conspicuous” for purposes of any such Laws. Sellers’ Affiliates and their respective members, partners, stockholders, managers, directors, officers, agents and employees are third party beneficiaries of this Section 10.21. Nothing in this Section 10.21 shall in any way limit Purchaser’s rights as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as claims for Actual Fraud. Notwithstanding anything to the sufficiency of the Assets or Liabilities transferredcontrary in this Agreement, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or if in connection with any past transfers Action of a Party, the Assets or assumptions of prevailing party in such Action shall be entitled to receive, in addition to all other remedies to which such prevailing party may be entitled, the Liabilities, as to costs and expenses incurred by the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of applicable prevailing party in such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other AssetAction, including any accounts receivablereasonable attorneys’ fees and expenses, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereofcourt costs, and each of Parent other expenses, even if not recoverable by Law (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c)including, in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementwithout limitation, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titlefees, free and clear of any Security Interest and (b) any necessary noticestaxes, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Groupcosts, and Parentexpenses incident to appellate, on behalf of itself bankruptcy, and the Parent Group, hereby waives and agrees not to enforce such provisionspost-judgment proceedings).

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent HERC Holdings (on behalf of itself and each other member of the Parent GroupHERC Holdings Entity) and SpinCo New Hertz Holdings (on behalf of itself and each other member of the SpinCo GroupHertz Entity) understands and agrees that, except as expressly set forth in this Agreement, Agreement or in any Ancillary Agreement or the Representation LettersAgreement, no party (including its Affiliates) to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement is representing or warranting otherwise, makes any representations or warranties relating in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents Consent required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein in this Agreement or in any Ancillary Agreement, any (a) the parties and the members of their respective Groups are transferring all such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and basis, (b) the parties are expressly disclaiming any implied warranty of merchantability, fitness for a specific purpose or otherwise, (c) the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (bd) none of the HERC Holdings Entities or the Hertz Entities (including their respective Affiliates) or any necessary noticesother Person makes any representation or warranty with respect to any information, Governmental Approvals documents or other Consents are not delivered material made available in connection with the Separation or obtained, as applicablethe Distribution, or that any requirements the entering into of Laws or judgments are not complied with. To the extent any Local Transfer this Agreement or any instrumentAncillary Agreement or the transactions contemplated hereby or thereby, assignment, document except as expressly set forth in this Agreement or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsany Ancillary Agreement.

Disclaimer of Representations and Warranties. Each of Parent OCWEN (on behalf of itself and each other member of the Parent OCWEN Group) and SpinCo ALTISOURCE (on behalf of itself and each other member of the SpinCo ALTISOURCE Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement Agreement, is representing or warranting in any way as to any Assets Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets any consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests security interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Assetasset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets assets are being transferred on an “as is,” “where is,” “with all faults” basis basis, and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest security interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws laws or judgments are not complied with. To Section 2.08 Inadvertent or Incorrect Transfers or Omissions of Assets or Liabilities. (a) In the extent event that it is discovered after the Distribution that there was an inadvertent or incorrect omission of the Transfer or assignment by or on behalf of one Party to or on behalf of the other Party of any Local Transfer Asset or Liability that, in the sole judgment of OCWEN, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise been listed on an appropriate Schedule hereto or otherwise caused to be so Transferred or assigned pursuant to this Agreement or any instrumentAncillary Agreement, assignmentthen upon such a determination by OCWEN, document the Parties shall promptly effect such Transfer or agreement described in Section 2.01 includes representationsassignment of such Asset or Liability, warranties, covenants, indemnities without payment of separate consideration therefor. (b) In the event that it is discovered after the Distribution that there was an inadvertent or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, incorrect Transfer or assignment by or on behalf of itself and the SpinCo Group, and Parent, one Party to or on behalf of itself the other Party of any Asset or Liability that, in the sole judgment of OCWEN, had the Parties given specific consideration to such Asset or Liability prior to the Distribution, would have otherwise not been listed on an appropriate Schedule hereto or otherwise would not have been so Transferred or assigned pursuant to this Agreement or any Ancillary Agreement, then upon such a determination by OCWEN, the Parties shall promptly unwind such Transfer or assignment of such Asset or Liability and return such Asset to, or cause the Parent Groupassumption of such Liability by, hereby waives and agrees not to enforce such provisionsthe appropriate Party, without payment of separate consideration therefor.

Disclaimer of Representations and Warranties. (a) Each of Parent DTE Energy (on behalf of itself and each other member of the Parent DTE Energy Group) and SpinCo DT Midstream (on behalf of itself and each other member of the SpinCo DT Midstream Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersTax Opinion Representations, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the such Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo DTE Energy Business or the Parent DT Midstream Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyParty, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof. Confidential Treatment Requested by DT Midstream, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Inc. Pursuant to 17 C.F.R. Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.200.83

Disclaimer of Representations and Warranties. Each of Parent ATI (on behalf of itself and each other member of the Parent GroupATI, including TII) and SpinCo Water Pik (on behalf of itself and each other member of the SpinCo Water Pik Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable(including whether an asset is Year 2000 Compliant), as to any notices, Governmental Approvals consents or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim counterclaims with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Assets are being transferred on an “"as is,” “" "where is,” “" "with all faults” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and Interest. Without limiting the foregoing, neither ATI nor any other party hereto (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicableexcluding Water Pik), or that to any requirements of Laws Ancillary Agreement, is making any representation or judgments are not complied with. To the extent any Local Transfer Agreement warranty to Water Pik or any instrumentother Person in respect of the Water Pik Balance Sheet, assignmentincluding in respect of the accuracy or presentation thereof, document or agreement described in Section 2.01 includes representationsthe adequacy of accruals, warranties, covenants, indemnities or reserves and other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsamounts reflected thereon.

Disclaimer of Representations and Warranties. Each Except as expressly set forth in this Agreement, it is understood and agreed that Sellers are not making and specifically disclaim any warranties or representations of Parent any kind or character, express or implied, with respect to or affecting any Acquired Assets, including, without limitation: (on behalf of itself and each other member a) the condition, merchantability, marketability, profitability, suitability or fitness for a particular use or purpose of the Parent GroupAcquired Assets, (b) and SpinCo (on behalf of itself and each other member the manner or quality of the SpinCo Groupconstruction or materials incorporated into any of the Acquired Assets and (c) understands the manner, quality, state of repair or lack of repair of the Acquired Assets. Buyers agree that except as expressly set forth herein with respect to the Acquired Assets, Buyers have not relied upon and agrees thatwill not rely upon, either directly or indirectly, any representation or warranty of Sellers or any agent of Sellers. Buyers represent that they are knowledgeable buyers and that they are relying solely on their own expertise and that of Buyers' consultants and the express representations and warranties contained in this Agreement and the Schedules hereto. Buyers acknowledge and agree that upon Closing, except as expressly set forth herein, Seller shall sell and convey to Buyers and Buyers shall accept the Acquired Assets "AS IS, WHERE IS," with all faults, and there are no oral agreements, warranties or representations collateral to or affecting the Acquired Assets by Sellers, any agent of Sellers or any third party, except as expressly set forth in this AgreementAgreement and the Schedules hereto. With respect to the real property included in the Acquired Assets, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by except as expressly set forth in this Agreement and the Schedules hereto, Sellers are not making and specifically disclaim any warranties or representations of any Ancillary Agreement is representing kind or warranting in any way character, express or implied including, but not limited to, warranties or representations as to any Assets matters of zoning, tax consequences, physical or Liabilities transferred environmental conditions, availability of access, ingress or assumed as contemplated hereby egress, operating history or therebyprojections, as to the sufficiency of the Assets or Liabilities transferredvaluation, conveyedgovernmental approvals, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, governmental regulations or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon relating to or affecting the execution, delivery property. The terms and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose conditions of this Section 2.052.25 shall expressly survive the Closing. Sellers are not liable or bound in any manner by any verbal or written statements, each of SpinCorepresentations, on behalf of itself and or information pertaining to the SpinCo GroupAcquired Assets furnished by any real estate broker, and Parentagent, on behalf of itself and employee, servant or other person, unless the Parent Group, hereby waives and agrees not to enforce such provisionssame are specifically set forth herein.

Disclaimer of Representations and Warranties. Each of Parent ATI (on behalf of itself and each other member of the Parent GroupATI, including TII) and SpinCo Teledyne Technologies (on behalf of itself and each other member of the SpinCo Teledyne Technologies Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable(including whether an Asset is Year 2000 Compliant), as to any notices, Governmental Approvals consents or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim counterclaims with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member . Without limiting the scope of the Parent Groupforegoing, no party makes any representations or warranties as to the Intellectual Property sought to be transferred herein, including, without limitation, whether such Intellectual Property or any portion thereof is valid, enforceable, freely transferable, free and clear of liens (except permitted liens) or sufficient and SpinCo (on behalf complete in order to conduct the Teledyne Technologies Business, whether any party herein owns, has the exclusive right to use or has the ability to practice such Intellectual Property or any portion thereof, or whether such Intellectual property or the operation of itself and each other member any aspect of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), Teledyne Technologies Business infringes or conflicts in any Ancillary Agreement or the Representation Lettersway with any Intellectual Property right of any third party. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Assets are being transferred on an “"as is,” “" "where is,” “" "with all faults” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and Interest. Without limiting the foregoing, neither ATI nor any other party hereto (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicableexcluding Teledyne Technologies), or that to any requirements of Laws Ancillary Agreement, is making any representation or judgments are not complied with. To the extent any Local Transfer Agreement warranty to Teledyne Technologies or any instrumentother Person in respect of the Teledyne Technologies Balance Sheet, assignmentincluding in respect of the accuracy or presentation thereof, document or agreement described in Section 2.01 includes representationsthe adequacy of accruals, warranties, covenants, indemnities or reserves and other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsamounts reflected thereon.

Disclaimer of Representations and Warranties. Each of Parent Buyer acknowledges that (on behalf of itself a) it has had, and each pursuant to this Agreement shall have before Closing, access to the Company, its Subsidiaries and their respective assets and the officers or other member representatives of the Parent GroupCompany, its Subsidiaries and Seller and (b) in making the decision to enter into this Agreement and SpinCo consummate the transactions contemplated hereby, Buyer has relied solely on (on behalf of itself i) its own independent investigation, including environmental and each other member of inspections, and (ii) the SpinCo Group) understands express representations, warranties, covenants and agreements specifically set forth in this Agreement and any other agreement or certificate delivered pursuant hereto, and Seller and the Company expressly disclaim all liability and responsibility for, and Buyer expressly acknowledges and agrees thatthat it has not relied upon, except any representation, warranty, statement or communication made, communicated (orally or in writing) to Buyer or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this AgreementAgreement and any other agreement or certificate delivered pursuant hereto (including, without limitation, any Ancillary Agreement opinion, information, projection or advice that may have been provided to Buyer by any officer, director, manager, employee, agent, consultant, representative or advisor of the Representation LettersCompany, no party its Subsidiaries, Seller or any of their respective Affiliates). Toward this end, except to the extent expressly incorporated in the representations and warranties set forth in this Agreement, any Ancillary Agreement or any other agreement or document certificate delivered pursuant hereto, neither the Company nor Seller or Seller’s Affiliates shall have liability to Buyer, any Buyer Party (including following the Closing, the Company and its Subsidiaries) or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information relating to the Company and its Subsidiaries, or prepared by or on behalf of the Company and its Subsidiaries, and supplied to Buyer before or after the date of this Agreement, or any information, documents or materials made available to Buyer in any data rooms, any presentations or any other form relating to the business of the Company and its Subsidiaries in connection with the transactions contemplated hereby. Accordingly, Buyer acknowledges that, the representations and warranties of Seller and the Company set forth in Article III and Article IV and any other agreement or certificate delivered pursuant hereto are the sole representations and warranties of Seller and the Company with respect to the transactions contemplated by this Agreement or any Ancillary Agreement is representing or warranting and, except as expressly and specifically set forth in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebythis Agreement, as to neither the sufficiency Company nor Seller nor either of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereoftheir respective Affiliates has made, and each of Parent THE COMPANY, SELLER AND THEIR RESPECTIVE AFFILIATES MAKE NO AND DISCLAIM ANY, AND BUYER DISCLAIMS ANY RELIANCE ON ANY, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (on behalf of itself and each other member of the Parent Groupi) and SpinCo TITLE TO ANY ASSETS OR LAND USE RIGHTS, (on behalf of itself and each other member of the SpinCo Groupii) has relied only on the representations and warranties expressly contained in Section 11.01(c)THE QUALITY, in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary AgreementCONDITION, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that OR OPERABILITY OF ANY REAL OR PERSONAL PROPERTY, EQUIPMENT OR FIXTURES, INCLUDING FREEDOM FROM LATENT OR PATENT VICES OR DEFECTS, THEIR MERCHANTABILITY, THEIR FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR CONFORMITY TO MODELS, SAMPLES OF MATERIALS OR MANUFACTURER DESIGN, (aiii) any conveyance shall prove to be insufficient to vest in the transferee good and marketable titleTHE CONTENTS, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.CHARACTER OR NATURE OF ANY REPORT OF ANY CONSULTANTS RELATING TO ANY

Disclaimer of Representations and Warranties. Each of Parent ATI (on behalf of itself and each other member of the Parent GroupATI, including TII) and SpinCo Water Pik (on behalf of itself and each other member of the SpinCo Water Pik Group) understands and agrees that, except as expressly set forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable(including whether an asset is Year 2000 Compliant), as to any notices, Governmental Approvals consents or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim counterclaims with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member . Without limiting the scope of the Parent Groupforegoing, no party makes any representations or warranties as to the Intellectual Property sought to be transferred herein, including, without limitation, whether such Intellectual Property or any portion thereof is valid, enforceable, freely transferable, free and clear of liens (except permitted liens) or sufficient and SpinCo (on behalf complete in order to conduct the Water Pik Business, whether any party herein owns, has the exclusive right to use or has the ability to practice such Intellectual Property or any portion thereof, or whether such Intellectual Property or the operation of itself and each other member any aspect of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), Water Pik Business infringes or conflicts in any Ancillary Agreement or the Representation Lettersway with any Intellectual Property right of any third party. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Assets are being transferred on an “"as is,” “" "where is,” “" "with all faults” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and Interest. Without limiting the foregoing, neither ATI nor any other party hereto (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicableexcluding Water Pik), or that to any requirements of Laws Ancillary Agreement, is making any representation or judgments are not complied with. To the extent any Local Transfer Agreement warranty to Water Pik or any instrumentother Person in respect of the Water Pik Balance Sheet, assignmentincluding in respect of the accuracy or presentation thereof, document or agreement described in Section 2.01 includes representationsthe adequacy of accruals, warranties, covenants, indemnities or reserves and other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsamounts reflected thereon.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, in any Ancillary Agreement or in the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or in the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes has included representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself FGC and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) GRC understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement Agreement, is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business FGC or the Parent Business, as applicableGRC, as to any notices, Governmental Approvals governmental approvals or other Consents consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyLiabilities, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” ”, “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals governmental approvals or other Consents consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws laws or judgments are not complied with. To ​ Each Party shall, at the extent any Local Transfer Agreement reasonable request of the other Party, take, or any instrumentcause to be taken, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or such other provisions inconsistent with actions as may be necessary to effect the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsforegoing.

Disclaimer of Representations and Warranties. Each of Parent Nuance (on behalf of itself and each other member of the Parent Nuance Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation LettersLetter, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Nuance Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent Nuance (on behalf of itself and each other member of the Parent Nuance Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c12.01(c), in any Ancillary Agreement or the Representation LettersLetter. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself FGC and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) GRC understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement Agreement, is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Business FGC or the Parent Business, as applicableGRC, as to any notices, Governmental Approvals governmental approvals or other Consents consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyLiabilities, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “as is,” ”, “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals governmental approvals or other Consents consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws laws or judgments are not complied with. To Each Party shall, at the extent any Local Transfer Agreement reasonable request of the other Party, take, or any instrumentcause to be taken, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or such other provisions inconsistent with actions as may be necessary to effect the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsforegoing.

Disclaimer of Representations and Warranties. Each of Parent Company (on behalf of itself and each other member of the Parent Company Group) and SpinCo Wytec (on behalf of itself and each other member of the SpinCo Wytec Group) understands and agrees that, except as expressly set forth in this Agreement, Agreement or any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted transferred or assumed hereby or thereby for the conduct and operations of the SpinCo Wytec Business or the Parent Company Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such partyParty, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreementherein, any such Assets are being transferred on an “"as is,” “", "where is,” “with all faults” " basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (b) any necessary notices, Governmental Approvals or other Consents are not delivered obtained or obtained, as applicable, or that there is not compliance with any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsjudgments.

Disclaimer of Representations and Warranties. (a) Each of Parent Lucent (on behalf of itself and each other member of the Parent Lucent Group) ), and SpinCo Avaya (on behalf of itself and each other member of the SpinCo Avaya Group) understands and agrees that, except as expressly set forth herein (including in this Agreement, Section 7.2(g)) or in any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any Assets the Assets, businesses or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets any consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights right of set-off setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Assets are being transferred on an “"as is,” “" "where is,” “with all faults” " basis (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (bii) any necessary notices, Governmental Approvals consents or other Consents approvals are not delivered or obtained, as applicable, obtained or that any requirements of Laws laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member Buyer has conducted an independent investigation of the Parent Group) and SpinCo (on behalf of itself and each other member Technology, the financial condition of the SpinCo Group) understands Company, the results of the operation of the Company’s business, the Company’s assets and agrees thatthe Company’s liabilities (collectively, except as the “Investigated Items”). In making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied solely upon the results of such investigation and the representations, warranties, schedules, covenants and agreements of the Company and the Sellers that are expressly set forth in this Agreement, any Ancillary Agreement or . Such representations and warranties constitute the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document sole and exclusive representations and warranties of the Company and Sellers in connection with the transactions contemplated by this Agreement and the Investigated Items. Buyer understands that the neither the Company nor either of the Sellers make any representations or any Ancillary Agreement is representing or warranting in any way as warranties with respect to any Assets projections, forecasts or Liabilities transferred forward-looking information about the Company nor the Technology. There is no assurance that any projected or assumed as contemplated hereby forecasted results will be achieved. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, BUYER IS (INDIRECTLY) ACCEPTING THE ASSETS AND LIABILITIES OF THE COMPANY ON AN “AS IS, WHERE IS BASIS”, AND THE COMPANY AND THE SELLERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES, WHETHER EXPRESS OR IMPLIED. THE COMPANY AND THE SELLERS MAKE NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE REGARDING ANY OF THE ASSETS OF THE COMPANY AND NO IMPLIED WARRANTIES WHATSOEVER. Without limiting the generality of the foregoing, Buyer is thoroughly familiar with the assets of the Company and the Technology and understand that the Company’s assets are being indirectly accepted “AS IS, WHERE IS” in their current condition and state of repair without any reduction in the Purchase Price or therebyclaim of any kind. Buyer acknowledges that neither the Company, either of the Sellers nor any of their representatives nor any other person has made any representation or warranty, express or implied, as to the sufficiency accuracy or completeness of any memoranda, charts, summaries, presentations or schedules heretofore made available by the Company nor either of the Assets Sellers or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as their representatives to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, Buyer or any other matter concerninginformation that is not included in this Agreement or the Schedules. Buyer also acknowledges that neither the Company, any Assets of the Sellers nor any of their representatives nor any other person will have or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect be subject to any claim or liability to any other Asset, including any accounts receivable, person resulting from the distribution of any such partyinformation to, or as to the legal sufficiency use of any assignment, document or instrument such information by any other person. [The remainder of this page intentionally left blank. Signature page to follow.] The Parties have executed and delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member this Stock Purchase Agreement as of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Lettersdate first written above. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.Buyer:

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member Buyer has conducted an independent investigation of the Parent Group) and SpinCo (on behalf of itself and each other member Technology, the financial condition of the SpinCo Group) understands Company, the results of the operation of the Company’s business, the Company’s assets and agrees thatthe Company’s liabilities (collectively, except as the “Investigated Items”). In making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied solely upon the results of such investigation and the representations, warranties, schedules, covenants and agreements of the Company and the Sellers that are expressly set forth in this Agreement, any Ancillary Agreement or . Such representations and warranties 38 constitute the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document sole and exclusive representations and warranties of the Company and Sellers in connection with the transactions contemplated by this Agreement and the Investigated Items. Buyer understands that the neither the Company nor either of the Sellers make any representations or any Ancillary Agreement is representing or warranting in any way as warranties with respect to any Assets projections, forecasts or Liabilities transferred forward-looking information about the Company nor the Technology. There is no assurance that any projected or assumed as contemplated hereby forecasted results will be achieved. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, BUYER IS (INDIRECTLY) ACCEPTING THE ASSETS AND LIABILITIES OF THE COMPANY ON AN “AS IS, WHERE IS BASIS”, AND THE COMPANY AND THE SELLERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES, WHETHER EXPRESS OR IMPLIED. THE COMPANY AND THE SELLERS MAKE NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE REGARDING ANY OF THE ASSETS OF THE COMPANY AND NO IMPLIED WARRANTIES WHATSOEVER. Without limiting the generality of the foregoing, Buyer is thoroughly familiar with the assets of the Company and the Technology and understand that the Company’s assets are being indirectly accepted “AS IS, WHERE IS” in their current condition and state of repair without any reduction in the Purchase Price or therebyclaim of any kind. Buyer acknowledges that neither the Company, either of the Sellers nor any of their representatives nor any other person has made any representation or warranty, express or implied, as to the sufficiency accuracy or completeness of any memoranda, charts, summaries, presentations or schedules heretofore made available by the Company nor either of the Assets Sellers or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as their representatives to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, Buyer or any other matter concerninginformation that is not included in this Agreement or the Schedules. Buyer also acknowledges that neither the Company, any Assets of the Sellers nor any of their representatives nor any other person will have or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect be subject to any claim or liability to any other Asset, including any accounts receivable, person resulting from the distribution of any such partyinformation to, or as to the legal sufficiency use of any assignment, document or instrument such information by any other person. The Parties have executed and delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member this Merger Agreement as of the Parent Group) date first written above. Parent: BLASTGARD INTERNATIONAL, INC. Xxxxxxxx Xxxxxxxxxx and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c)Xxxxxxx Xxxxxxxxxx, in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.Seller By: ________________________________ Sellers’ Representative

Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member Hague has conducted an independent investigation of the Parent Group) License Agreement with Wxxxxxx Xxxxx Rxxx University, (collectively, the “Investigated Items”). In making its determination to proceed with the transactions contemplated by this Agreement, Hague has relied solely upon the results of such investigation and SpinCo (on behalf the representations, warranties, schedules, covenants and agreements of itself and each other member of the SpinCo Group) understands and agrees that, except as Solterra that are expressly set forth in this Agreement, any Ancillary Agreement or . Such representations and warranties constitute the Representation Letters, no party to this Agreement, any Ancillary Agreement or any other agreement or document sole and exclusive representations and warranties of Solterra in connection with the transactions contemplated by this Agreement and the Investigated Items. Hague understands that the neither Solterra nor either of the Solterra Shareholders make any representations or warranties with respect to any projections, forecasts or forward-looking information about Solterra or the investigated items. There is no assurance that any projected or forecasted results will be achieved. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, HAGUE IS ACCEPTING THE ASSETS AND LIABILITIES OF SOLTERRA ON AN “AS IS, WHERE IS BASIS”, AND SOLTERRA AND THE SOLTERRA SHAREHOLDERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES, WHETHER EXPRESS OR IMPLIED. SOLTERRA AND THE SOLTERRA SHAREHOLDERS MAKE NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE REGARDING ANY OF THE ASSETS OF SOLTERRA AND NO IMPLIED WARRANTIES WHATSOEVER. Without limiting the generality of the foregoing, Hague is thoroughly familiar with the assets of Solterra and the Investigated Items and understand that Solterra’s assets are being indirectly accepted “AS IS. Hague acknowledges that neither Solterra, nor the Solterra Shareholders or any Ancillary Agreement is representing of their representatives has made any representation or warranting in any way as to any Assets warranty, express or Liabilities transferred or assumed as contemplated hereby or therebyimplied, as to the sufficiency accuracy or completeness of any memoranda, charts, summaries, presentations or schedules heretofore made available by Solterra. The Parties have executed and delivered this Agreement of Reorganization as of the Assets or Liabilities transferreddate first written above. SOLTERRA RENEWAL TECHOLOGIES, conveyedINC For purposes of accepting the appointment as the Solterra Shareholders’ Representative hereunder By : Sxxxxxx X. Xxxxxxx, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent BusinessPresident Sxxxxxx X. Xxxxxxx HAGUE, as applicableCORP. By : Gxxx Xxxxxxx, as to any noticesPresident SOLTERRA SHAREHOLDERS By : Sxxxxxx X. Xxxxxxx PHOENIX ALLIANCE CORP. By : Axxxxx XxXxxxxx, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.President : Sxxxxx Xxxxx : Lxxxxx Xxxxx : Axxxxxxx Xxxxx : Bxxxx Xxxxxx : Bxxxx Xxxxxxxx Indemnitor: Gxxxxxx Chapman_________________________________

Disclaimer of Representations and Warranties. (a) Each of Parent Bristol-Myers Squibb (on behalf of itself and each other member of the Parent xxx Xxxxxxx-Xyers Squibb Group) ), and SpinCo Zimmer (on behalf of itself and each other member xxx xxxx xxxxer of the SpinCo GroupZimmer Groxx) understands xxderstands and agrees that, except as expressly set expresslx xxx forth herein or in this Agreement, any Ancillary Agreement or the Representation LettersAgreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to any the Zimmer Assets or the Zimmer Liabilities transferred or assumed as contemplated hereby or assumex xx xontemplated herxxx xx thereby, as to the sufficiency of the Assets any consents or Liabilities transferred, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents approvals required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilitiestherewith, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such partyZimmer Asset, or as to the absence of any defenses or rights of set-off right ox xxxxff or freedom from counterclaim with respect to any claim or other Zimmer Asset, including any accounts receivable, of any such party, or as xx xs to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Zimmer Asset or thing of value upon the execution, delivery and filing axx xxxing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any all such Zimmer Assets are being transferred on an “"as is,” “" "where is,” “with all faults” basis " xxxxx (and, in the case of any real property, by means of a quitclaim or similar form deed or conveyance) and the respective transferees shall bear the economic and legal risks that (ai) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest Interest, and (bii) any necessary notices, Consents or Governmental Approvals or other Consents are not delivered or obtained, as applicable, obtained or that any requirements of Laws laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisions.

Disclaimer of Representations and Warranties. Each of Parent the Buyer Parties acknowledges that (i) it has had and pursuant to this Agreement shall have before Closing access to the Acquired Companies and the Acquired Company Assets and the officers or other representatives of the Seller and (ii) in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, such Buyer Party has relied solely on the basis of its own independent investigation, including environmental and other inspections, and upon the express representations, warranties, covenants, and agreements set forth in this Agreement, and the Seller Parties expressly disclaim all liability and responsibility for any representation, warranty, statement or communication made or communicated (orally or in writing) to such Buyer Party or any of its Affiliates, employees, agents, consultants or representatives other than as expressly set forth in this Agreement or any Transaction Document (including, without limitation, any opinion, information, projection or advice that may have been provided to the Buyer by any officer, director, employee, agent, consultant, representative or advisor of the Seller or any of its Affiliates). Toward this end, except as expressly set forth in this Agreement, no Seller Indemnitee shall have liability to any Buyer Party or any other Person resulting from the distribution to any Buyer Party, or any Buyer Party’s use of, any such information relating to any Seller Indemnitee, or prepared by or on behalf of itself any Seller Indemnitee, and each supplied to any Buyer Party before the date of this Agreement, or any information, documents or materials made available to the Buyer Parties in any data rooms, any presentation or in any other member form relating to the business of the Parent Group) and SpinCo (on behalf of itself and each other member of Acquired Companies in connection with the SpinCo Group) understands and agrees transactions contemplated hereby. Accordingly, the Buyer Parties acknowledge that, except as expressly set forth in this Agreement, any Ancillary Agreement or none of the Representation LettersSeller Parties has made, no party to this Agreementand THE SELLER PARTIES MAKE NO AND DISCLAIM ANY, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or therebyREPRESENTATIONS OR WARRANTIES, as WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OF THE ACQUIRED COMPANY ASSETS ARE DELIVERED IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS, WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), INCLUDING FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION. THE INCLUSION BY ANY SELLER PARTY OF ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT DOES NOT CONSTITUTE AN ADMISSION OR ACKNOWLEDGEMENT, EXPRESSED OR IMPLIED, OF FAULT, RESPONSIBILITY OR LIABILITY OF ANY KIND BY ANY SELLER PARTY UNDER ANY LAW (INCLUDING ANY ENVIRONMENTAL LAW) FOR ACTS, OMISSIONS, OBLIGATIONS OR EVENTS INVOLVING THE PRESENCE, IF ANY, OF ANY POLLUTANTS, CONTAMINANTS, TOXIN OR HAZARDOUS OR EXTREMELY HAZARDOUS SUBSTANCES, MATERIALS, WASTES, CONSTITUENTS, COMPOUNDS OR CHEMICALS THAT ARE REGULATED BY, OR MAY FORM THE BASIS OF LIABILITY UNDER, ANY ENVIRONMENTAL LAWS ON OR ADJACENT TO THE PARTNERSHIP’S ASSETS. The Parties agree that, to the sufficiency of extent required by Law to be effective, the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby disclosures contained in this Section 8(h) are “conspicuous” for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, purposes of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsLaws.

Disclaimer of Representations and Warranties. Each Neither the Resigning Agent nor the Resigning L/C Issuer shall be responsible or liable for, and neither of Parent them makes any representation or warranty with respect to, (on behalf of itself and each other member i) the execution, legality, validity, effectiveness, enforceability, genuineness, collectability or sufficiency of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Credit Agreement, any Ancillary Agreement the Loans, the Letters of Credit or the Representation Lettersother Loan Documents or the value of, no party or the validity, perfection or priority of any Lien or security interest created or purported to this Agreementbe created under or in connection with, any Ancillary Loan Document or any other instrument or document furnished pursuant thereto, or the sufficiency of any documentation transferring any such Lien or security interest to the Successor Agent; (ii) any representations, warranties, recitals or statements made in the Credit Agreement or any other agreement Loan Document or document contemplated made in an any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made to the Successor Agent or by this or on behalf of the Borrower or any of its Subsidiaries to the Resigning Agent or the Successor Agent in connection with the Credit Agreement or any Ancillary Agreement is representing other Loan Documents or warranting in any way as to any Assets the transactions contemplated thereby; (iii) the financial condition, assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency business affairs of the Assets or Liabilities transferredBorrower, conveyed, accepted or assumed hereby or thereby for the conduct and operations of the SpinCo Business or the Parent Business, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, Subsidiary or any other matter concerningPerson liable for the payment of any Obligations or the performance or observance by the Borrower, any Assets Subsidiary or Liabilities any other Person of such partyany of its obligations under the Credit Agreement, any other Loan Document or as any other instrument or document furnished pursuant thereto; (iv) solely with respect to the absence Successor Agent, the Successor L/C Issuer, and the Lenders, the existence or basis for any claim, counterclaim, defense or offset relating to the Loans or the transactions contemplated by the Credit Agreement and the other Loan Documents; (v) the compliance of the Loans or the Loan Documents with any applicable laws, rulings or regulations of any defenses governmental authority; (vi) the condition or rights value of set-off any collateral or freedom from counterclaim the sufficiency or value of any guarantee or other credit support; or (vii) solely with respect to the Successor Agent, the Successor L/C Issuer, and the Lenders, any other matter relating to the Credit Agreement or any other Loan Document or any extension of credit thereunder. Each of the Successor Agent and the Successor L/C Issuer agrees that it has made, and will continue to make, independently and without reliance upon the Resigning Agent or the Resigning L/C Issuer, and based on such documents and information as it shall deem appropriate at the time, its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents and that neither the Resigning Agent nor the Resigning L/C Issuer is obligated to share any information, including any “know your customer” information, with respect to any claim Loan Party or other Asset, including any accounts receivable, of any such party, or as to Lender with the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement Successor Agent or the Representation Letters. Except as may expressly be set forth herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or judgments are not complied with. To the extent any Local Transfer Agreement or any instrument, assignment, document or agreement described in Section 2.01 includes representations, warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group, hereby waives and agrees not to enforce such provisionsSuccessor L/C Issuer.