Common use of Disclaimer of Seller Clause in Contracts

Disclaimer of Seller. (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, NONE OF SELLER, THE COMPANY, THE COMPANY SUBSIDIARIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR THE COMPANY SUBSIDIARIES, THE SHARES OR THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR ASSETS OF THE COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR (II) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ANY COMPANY SUBSIDIARY AFTER THE CLOSING AND (B) EXCEPT FOR LIABILITY FOR FRAUD, NONE OF SELLER, THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, BENEFICIARIES, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYER, ITS AFFILIATES OR REPRESENTATIVES OF, OR BUYER’S USE OF, ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS RELATING TO THE COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS MADE AVAILABLE TO BUYER, WHETHER ORALLY OR IN WRITING, IN ANY DATA ROOM RELATING TO THE TRANSACTION, IN MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF BUYER OR IN ANY OTHER FORM IN CONSIDERATION OR INVESTIGATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of Seller. (Aa) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVIII AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NONE OF SELLER, THE COMPANY, THE COMPANY SUBSIDIARIES SELLER OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR ITS REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF THE SHARES, THE COMPANY AND ITS SUBSIDIARIES, THEIR RESPECTIVE BUSINESSES, OR THE COMPANY SUBSIDIARIESTRANSACTIONS CONTEMPLATED HEREBY AND UNDER THE OTHER TRANSACTION DOCUMENTS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SHARES SELLER AND ITS REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR THE CAPITAL STOCK WARRANTY, EXPRESS OR OTHER EQUITY INTERESTS IMPLIED, AT LAW OR ASSETS OF THE COMPANY OR ANY COMPANY SUBSIDIARYIN EQUITY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS); (II) ANY PROJECTIONS, ESTIMATES, PROSPECTS, FORECASTS, PLANS, AND BUDGET INFORMATION FURNISHED BY SELLER OR ITS REPRESENTATIVES (INCLUDING THE PROBABLE SUCCESS OR PROFITABILITY REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH PROJECTIONS, ESTIMATES, PROSPECTS, FORECASTS, PLANS, AND BUDGET INFORMATION); (III) THE OPERATION OF THE BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIES PRIOR TO OR ANY AFTER THE CLOSING; OR (IV) THE PROBABLE SUCCESS, PROFITABILITY OR PROSPECTS OF THE BUSINESSES OF THE COMPANY SUBSIDIARY AND ITS SUBSIDIARIES AFTER THE CLOSING AND (B) EXCEPT FOR LIABILITY FOR FRAUD, NONE OF SELLER, THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, BENEFICIARIES, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYER, ITS AFFILIATES OR REPRESENTATIVES OF, OR BUYER’S USE OF, ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS RELATING TO THE COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS MADE AVAILABLE TO BUYER, WHETHER ORALLY OR IN WRITING, IN ANY DATA ROOM RELATING TO THE TRANSACTION, IN MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF BUYER OR IN ANY OTHER FORM IN CONSIDERATION OR INVESTIGATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of Seller. (A) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE IVSECTION 3 OF THIS AGREEMENT, NONE OF SELLER, THE COMPANY, THE COMPANY SUBSIDIARIES NO WARRANTIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTYREPRESENTATIONS, EXPRESS OR IMPLIED, AT LAW HAVE BEEN MADE BY THE SELLER OR BY ANYONE ACTING ON ITS BEHALF REGARDING THE LOAN FACILITY, THE LOAN RELATED DOCUMENTS OR THE OTHER MATTERS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN EQUITYTHIS SECTION 3 OF THIS AGREEMENT, NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, HAVE BEEN OR WILL BE CREATED BY THE SALE CONTEMPLATED BY THIS AGREEMENT. WITHOUT IN RESPECT ANYWAY LIMITING THE GENERALITY OF THE COMPANY OR THE COMPANY SUBSIDIARIESFOREGOING, THE SHARES SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR ASSETS OF THE COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING WARRANTIES WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE COLLECTABILITY OF THE LOAN FACILITY; (II) THE PROBABLE SUCCESS CREDITWORTHINESS OF ANY OBLIGOR FOR THE LOAN; (III) THE VALUE, OR PROFITABILITY CONDITION OF ANY OF THE COMPANY LOAN COLLATERAL; (IV) THE FREEDOM OF ANY LOAN COLLATERAL FROM LIENS AND ENCUMBRANCES OF THIRD PARTIES, (V) THE PERFECTION OR PRIORITY OF THE LIENS OF THE SELLER ON ANY COMPANY SUBSIDIARY AFTER LOAN COLLATERAL; (VI) THE CLOSING GENUINENESS OF ANY SIGNATURES OTHER THAN THOSE OF SELLER; (VII) THE ENVIRONMENTAL CONDITIONS KNOWN OR UNKNOWN OF THE LOAN COLLATERAL; (VIII) THE GENUINENESS OF ANY INFORMATION OR DOCUMENTATION PROVIDED TO OR OBTAINED BY THE SELLER IN CONNECTION WITH THE INSURANCE OF THE LOAN COLLATERAL AND ALL DOCUMENTS, INSTRUMENTS, CERTIFICATES AND AGREEMENTS IN CONNECTION WITH ALL OF THE FOREGOING; AND (BIX) EXCEPT FOR LIABILITY FOR FRAUD, NONE THE ENFORCEABILITY OF SELLER, THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, BENEFICIARIES, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER OR TO ANY OTHER PERSON RESULTING FROM LOAN FACILITY AND THE DISTRIBUTION TO BUYER, ITS AFFILIATES OR REPRESENTATIVES OF, OR BUYER’S USE OF, ANY INFORMATION, LOAN RELATED DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS RELATING . THE LOAN FACILITY AND THE LOAN RELATED DOCUMENTS BEING SOLD TO THE COMPANY PURCHASER UNDER THIS AGREEMENT ARE BEING SOLD AND TRANSFERRED “AS IS, WITH ALL FAULTS AND DEFECTS” WITHOUT RECOURSE, REPRESENTATION, WARRANTY OR ANY COMPANY SUBSIDIARYINDEMNITY, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS EITHER EXPRESS OR OTHER MATERIALS MADE AVAILABLE TO BUYER, WHETHER ORALLY OR IN WRITING, IN ANY DATA ROOM RELATING TO THE TRANSACTION, IN MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF BUYER OR IN ANY OTHER FORM IN CONSIDERATION OR INVESTIGATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMEDIMPLIED.

Disclaimer of Seller. (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, NONE OF SELLER, THE COMPANY, THE COMPANY SUBSIDIARIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, PARTNERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY, THE COMPANY SUBSIDIARIES, THE COMPANY SHARES OR OTHER EQUITY INTERESTS OR THE ASSETS OR BUSINESS OF THE COMPANY OR THE COMPANY SUBSIDIARIES, THE SHARES OR THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR ASSETS OF THE COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR (II) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ANY AND THE COMPANY SUBSIDIARY SUBSIDIARIES AFTER THE CLOSING AND CLOSING, (B) EXCEPT FOR LIABILITY FOR FRAUDAS SET FORTH IN THIS ARTICLE IV anD Article IX, NONE OF SELLER, THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, PARTNERS, STOCKHOLDERS, BENEFICIARIESAFFILIATES, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO ANY BUYER PARTY OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYER, ANY BUYER PARTY OR TO ITS RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, OR BUYER’S THEIR USE OF, ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS INFORMATION RELATING TO THE COMPANY OR ANY THE COMPANY SUBSIDIARYSUBSIDIARIES, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS DOCUMENTS OR OTHER MATERIALS MATERIAL MADE AVAILABLE TO BUYERA BUYER PARTY, WHETHER ORALLY OR IN WRITING, WRITING IN ANY DATA ROOM RELATING TO THE TRANSACTIONCONFIDENTIAL INFORMATION MEMORANDUM, IN MANAGEMENT PRESENTATIONS, IN ANY VIRTUAL DATA ROOM, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF A BUYER PARTY IN CONNECTION WITH ANY SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, OR IN ANY OTHER FORM IN CONSIDERATION OR INVESTIGATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. AGREEMENT AND ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED, AND (C) ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, PARTNERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO AND SUPERSEDED BY THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT. NOTHING IN THIS SECTION 4.27 WILL LIMIT ANY CLAIMS OR REMEDIES BASED ON FRAUD.

Disclaimer of Seller. (A) EXCEPT COMPANY, INCLUDING ALL OF COMPANY’S ASSETS, IS BEING SOLD ON AN “AS EXPRESSLY SET FORTH IS”, “WHERE IS” BASIS AS OF THE CLOSING AND IN THIS ARTICLE IVITS CONDITION AS OF CLOSING WITH “ALL FAULTS” AND, NONE OF THE SELLER, THE COMPANY, THE COMPANY SUBSIDIARIES ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES MAKE OR HAVE MADE AND PURCHASER ACKNOWLEDGES THAT IT HAS MADE NOT RELIED ON ANY OTHER STATEMENT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR THE COMPANY SUBSIDIARIES, THE SHARES OR THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR ASSETS OF THE COMPANY OR ANY COMPANY SUBSIDIARYOF ITS ASSETS, INCLUDING (EXCEPT THE SPECIFIC AND EXPRESS WARRANTIES OF THE SELLER AS SET FORTH IN ARTICLES III AND IV AND THE DISCLOSURE SCHEDULES THERETO), WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE PURPOSE, (II) THE OPERATION OF THE FACILITIES BY THE PURCHASER AFTER THE CLOSING OR (IIIII) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ANY COMPANY SUBSIDIARY AFTER THE CLOSING AND (B) EXCEPT FOR LIABILITY FOR FRAUD, NONE OF THE SELLER, THE COMPANYITS AFFILIATES, ANY COMPANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, BENEFICIARIES, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER THE PURCHASER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYERTHE PURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR BUYERTHE PURCHASER’S USE OF, ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS RELATING TO THE COMPANY OR ANY COMPANY SUBSIDIARYCOMPANY, INCLUDING AND ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS DOCUMENTS OR OTHER MATERIALS MATERIAL MADE AVAILABLE TO BUYERTHE PURCHASER, WHETHER ORALLY OR IN WRITING, IN ANY CERTAIN “DATA ROOM RELATING TO THE TRANSACTION, IN ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-BREAK OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF BUYER THE PURCHASER OR IN ANY OTHER FORM IN CONSIDERATION THE COURSE OF ANY INDEPENDENT INVESTIGATION CONDUCTED BY THE PURCHASER OR INVESTIGATION OTHERWISE IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT IN THE EVENT OF AN INTENTIONAL, FRAUDULENT MISREPRESENTATION OF A MATERIAL FACT BY SELLER. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.DISCLAIMED INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS AND WARRANTIES AS TO THE FOLLOWING:

Disclaimer of Seller. (A) THE PURCHASED ASSETS AND THE REAL PROPERTY ARE BEING SOLD ON AN “AS IS,” “WHERE IS” BASIS AS OF THE CLOSING AND IN ITS CONDITION AS OF CLOSING WITH “ALL FAULTS” AND, EXCEPT AS EXPRESSLY FOR REPRESENTATION AND WARRANTIES SET FORTH IN THIS ARTICLE IVIII OR AS CONTAINED IN ANY DEED TO ANY REAL PROPERTY DELIVERED AT THE CLOSING, NONE OF THE SELLER, THE COMPANY, THE COMPANY SUBSIDIARIES ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES MAKE OR HAS HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY BUSINESS OR THE COMPANY SUBSIDIARIES, THE SHARES OR THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR ASSETS ANY OF THE COMPANY OR ANY COMPANY SUBSIDIARYPURCHAED ASSETS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR PURPOSE, (II) THE OPERATION OF THE BUSINESS BY THE PURCHASER AFTER THE CLOSING, (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY BUSINESS AFTER THE CLOSING, OR (IV) THE XXXXXX NAME OR ANY COMPANY SUBSIDIARY AFTER THE CLOSING RIGHTS THAT SELLER MAY HAVE UNDER THIS XXXX AND (B) EXCEPT FOR LIABILITY FOR FRAUDOTHER THAN AS EXPRESSLY PROVIDED IN ARTICLE VII OF THIS AGREEMENT, NONE OF THE SELLER, THE COMPANY, ANY COMPANY SUBSIDIARY ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, BENEFICIARIES, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYERPURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR BUYER’S USE OF, ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS RELATING RESULTING FROM INFORMATION PROVIDED TO THE COMPANY PURCHASER, ITS AFFILIATES, ADVISORS OR ANY COMPANY SUBSIDIARY, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS MADE AVAILABLE TO BUYERREPRESENTATIVES, WHETHER ORALLY OR IN WRITING, IN ANY CERTAIN DATA ROOM RELATING TO THE TRANSACTIONROOMS, IN MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, DISCUSSIONS OR RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF BUYER OR IN ANY OTHER FORM IN CONSIDERATION OR INVESTIGATION CONNECTION WITH THE EVALUATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTTRANSACTIONS. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Disclaimer of Seller. (A) EXCEPT AS FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH MADE BY SELLER IN THIS ARTICLE IVIV or in the certificate contemplated by Section 10.1(c), NONE OF SELLER, ITS AFFILIATES (INCLUDING THE COMPANYACQUIRED COMPANIES), THE COMPANY SUBSIDIARIES OR ANY OF THEIR RESPECTIVE OFFICERSREPRESENTATIVES OR ANY OTHER PERSON MAKES, DIRECTORSHAS MADE, MANAGERSSHALL BE DEEMED TO HAVE MADE, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE BEEN AUTHORIZED TO MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT WHETHER WRITTEN OR ORAL, STATUTORY OR OTHERWISE, ON BEHALF OF THE COMPANY OR THE COMPANY SUBSIDIARIES, THE SHARES OR THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR ASSETS OF THE COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING WITH RESPECT TO Seller, ITS AFFILIATES (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR (II) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ANY COMPANY SUBSIDIARY AFTER THE CLOSING AND (B) EXCEPT FOR LIABILITY FOR FRAUDINCLUDING the Acquired Companies), NONE OF SELLER, THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, BENEFICIARIES, EMPLOYEES REPRESENTATIVES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER OR TO ANY OTHER PERSON RESULTING FROM PERSON, THEIR BUSINESSES (INCLUDING THE DISTRIBUTION TO BUYERBUSINESS), ITS AFFILIATES OPERATIONS, ASSETS, LIABILITIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS, FUTURE OPERATING OR REPRESENTATIVES OFFINANCIAL RESULTS, OR BUYER’S USE OF, ANY INFORMATION, DOCUMENTSESTIMATES, PROJECTIONS, FORECASTS FORECASTS, PLANS OR OTHER MATERIALS RELATING TO PROSPECTS (INCLUDING THE COMPANY REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS, FORECASTS, PLANS OR PROSPECTS), THIS AGREEMENT, THE TRANSACTIONS, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING SELLER OR ITS AFFILIATES (INCLUDING THE ACQUIRED COMPANIES) OR ANY COMPANY SUBSIDIARYOTHER MATTER, FURNISHED OR MADE AVAILABLE TO (OR OTHERWISE ACQUIRED BY) Purchaser, its Affiliates or its OR their RESPECTIVE Representatives or any other Person (INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS DOCUMENTS OR OTHER MATERIALS MATERIALs MADE AVAILABLE TO BUYERPurchaser, WHETHER ORALLY its Affiliates or its OR IN WRITINGtheir RESPECTIVE Representatives or any other Person in THE DATA ROOM OR OTHERWISE, IN a confidential information memorandum or ANY DATA ROOM RELATING TO THE TRANSACTION, IN MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF BUYER PRESENTATIONS OR IN ANY OTHER FORM FORM), including with respect to any errors therein or omissions therefrom, OR AS TO THE FUTURE REVENUE, PROFITABILITY OR SUCCESS OF Seller, ITS AFFILIATES (INCLUDING the Acquired Companies) or the Business (including the financial information, projections or other forward-looking statements of Seller, ITS AFFILIATES (INCLUDING the Acquired Companies) or the Business, in each case, in expectation or furtherance of the Transactions), AND SELLER HEREBY DISCLAIMS AND SHALL HAVE NO LIABILITY FOR ANY AND ALL SUCH REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN CONSIDERATION OR INVESTIGATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMEDArticle IV or the certificate contempLAted by section 10.1(c).

Disclaimer of Seller. (A) EXCEPT COMPANY, INCLUDING ALL OF COMPANY’S ASSETS, IS BEING SOLD ON AN “AS EXPRESSLY SET FORTH IS”, “WHERE IS” BASIS AS OF THE CLOSING AND IN THIS ARTICLE IVITS CONDITION AS OF CLOSING WITH “ALL FAULTS” AND, NONE OF THE SELLER, THE COMPANY, THE COMPANY SUBSIDIARIES ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES MAKE OR HAVE MADE AND PURCHASER ACKNOWLEDGES THAT IT HAS MADE NOT RELIED ON ANY OTHER STATEMENT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR THE COMPANY SUBSIDIARIES, THE SHARES OR THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR ASSETS OF THE COMPANY OR ANY COMPANY SUBSIDIARYOF ITS ASSETS, INCLUDING (EXCEPT THE SPECIFIC AND EXPRESS WARRANTIES OF THE SELLER AS SET FORTH IN ARTICLES III AND IV AND THE DISCLOSURE SCHEDULES THERETO), WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE PURPOSE, (II) THE OPERATION OF THE FACILITIES BY THE PURCHASER AFTER THE CLOSING OR (IIIII) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ANY COMPANY SUBSIDIARY AFTER THE CLOSING AND (B) EXCEPT FOR LIABILITY FOR FRAUD, NONE OF THE SELLER, THE COMPANYITS AFFILIATES, ANY COMPANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, BENEFICIARIES, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER THE PURCHASER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYERTHE PURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR BUYERTHE PURCHASER’S USE OF, ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS RELATING TO THE COMPANY OR ANY COMPANY SUBSIDIARYCOMPANY, INCLUDING AND ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS DOCUMENTS OR OTHER MATERIALS MATERIAL MADE AVAILABLE TO BUYERTHE PURCHASER, WHETHER ORALLY OR IN WRITING, IN ANY CERTAIN “DATA ROOM RELATING TO THE TRANSACTION, IN ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-BREAK OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF BUYER THE PURCHASER OR IN ANY OTHER FORM IN CONSIDERATION THE COURSE OF ANY INDEPENDENT INVESTIGATION CONDUCTED BY THE PURCHASER OR INVESTIGATION OTHERWISE IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT IN THE EVENT OF AN INTENTIONAL, FRAUDULENT MISREPRESENTATION OF A MATERIAL FACT BY SELLER. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, AS OF THE CLOSING DATE, THE PURCHASER SHALL HAVE INSPECTED OR WAIVED ITS RIGHT TO INSPECT THE ASSETS FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THE CONDITION OF THE ASSETS. SUBJECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III, THE PURCHASER SHALL ASSUME ALL DEFECTS IN AND ALL RISKS ASSOCIATED WITH THE ASSETS. THE INTENT OF THIS DISCLAIMER IS NOT TO LIMIT THE LIABILITY OF ANY THIRD PARTY INDEPENDENT CONTRACTOR.

Disclaimer of Seller. (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IVIV OR ANY CERTIFICATE REQUIRED TO BE DELIVERED PURSUANT TO SECTION 3.2(C) AND SECTION 3.2(D), NONE OF SELLER, THE COMPANY, THE COMPANY SUBSIDIARIES SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, BENEFICIARIES, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ANY COMPANY SUBSIDIARY, THE BUSINESS OF THE COMPANY SUBSIDIARIESOR ANY COMPANY SUBSIDIARY, OR THE SHARES OR THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR THE ASSETS OF THE COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR (II) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ANY COMPANY SUBSIDIARY SUBSIDIARY, AFTER THE CLOSING AND (B) EXCEPT FOR LIABILITY FOR FRAUDAS SET FORTH IN THIS ARTICLE IV OR ANY CERTIFICATE REQUIRED TO BE DELIVERED PURSUANT TO SECTION 3.2(C) AND SECTION 3.2(D), NONE OF SELLER, THE COMPANYCOMPANY OR THE COMPANY SUBSIDIARIES, ANY COMPANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, BENEFICIARIES, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYER, ITS AFFILIATES OR REPRESENTATIVES OF, OR BUYER’S USE OF, ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS RELATING TO THE COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS MADE AVAILABLE TO BUYER, WHETHER ORALLY OR IN WRITING, IN ANY DATA ROOM RELATING TO THE TRANSACTION, IN MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF BUYER OR IN ANY OTHER FORM IN CONSIDERATION OR INVESTIGATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NOTHING HEREIN RESTRICTS CLAIMS FOR FRAUD.

Disclaimer of Seller. (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, NONE OF SELLER, THE COMPANY, THE COMPANY SUBSIDIARIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, AFFILIATES, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR THE COMPANY SUBSIDIARIES, THE SHARES OR THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OR THE ASSETS OF THE COMPANY OR ANY OF THE COMPANY SUBSIDIARYSUBSIDIARIES, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR (II) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANY OR ANY THE COMPANY SUBSIDIARY SUBSIDIARIES, AFTER THE CLOSING AND (B) EXCEPT FOR LIABILITY FOR FRAUDAS SET FORTH IN THIS ARTICLE IV, NONE OF SELLER, THE COMPANYCOMPANY OR THE COMPANY SUBSIDIARIES, ANY COMPANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, STOCKHOLDERS, BENEFICIARIES, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO BUYER, ITS AFFILIATES OR REPRESENTATIVES OF, OR BUYER’S USE OF, ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS RELATING TO THE COMPANY OR ANY COMPANY SUBSIDIARY, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS OR OTHER MATERIALS MADE AVAILABLE TO BUYER, WHETHER ORALLY OR IN WRITING, IN ANY DATA ROOM RELATING TO THE TRANSACTION, IN MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS OR REQUESTS SUBMITTED BY OR ON BEHALF OF BUYER OR IN ANY OTHER FORM IN CONSIDERATION OR INVESTIGATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.