Common use of Disclaimer Clause in Contracts

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THATa. SUBJECT TO THE REQUIREMENTS IMPOSED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS APPLICABLE, ALL EXPRESS, IMPLIED OR STATUTORY TERMS, CONDITIONS, REPRESENTATIONS, AND WARRANTIES (INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXCLUDED TO THE EXTENT EXPRESSLY ALLOWED BY APPLICABLE LAW. THIS LIMITED WARRANTY IS PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONON THE BASIS THAT THE END USER IS PURCHASING THE HARDWARE FOR THE PURPOSES OF A BUSINESS, AND NOVARTIS IS NOT LIABLE FOR HOUSEHOLD OR BOUND BY, CONSUMER USE. VOCERA’S RESELLERS HAVE NO AUTHORITY TO MAKE ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR COMMITMENTS ON BEHALF OF NOVARTIS VOCERA OR TO MODIFY, IN ANY RESPECT, THIS LIMITED WARRANTY, ANY OF ITS AGENTS PROVISIONS OR EMPLOYEES WITH ANY RIGHTS HEREUNDER. IF ANY STATUTORY PROTECTION IMPOSED BY LAW IN RELATION TO THE SALE OR SUPPLY OF GOODS WHICH CANNOT LAWFULLY BE EXCLUDED, RESTRICTED OR MODIFIED OR CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT IS BREACHED THEN, TO THE EXTENT PERMITTED BY LAW, END USER’S REMEDY IN RESPECT THERETOOF SUCH CONDITION OR WARRANTY IS LIMITED, OTHER THAN SUCH REPRESENTATIONSAT VOCERA’S OPTION, WARRANTIES TO THE SOLE AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH EXCLUSIVE REMEDY STATED IN THIS AGREEMENTTHE APPLICABLE WARRANTY CLAUSE ABOVE.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY JUNIPER DISCLAIMS ANY WARRANTY, EXPRESS REPRESENTATION, CONSIDERATION OR IMPLIED, OF MERCHANTABILITY ASSURANCE THAT THE CLOUD SERVICES OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDNETWORK RUNNING THE CLOUD SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION, OR WILL CONDUCT PRIOR BE FREE OF VULNERABILITY TO CLOSINGINTRUSION OR ATTACK. JUNIPER FURTHER DISCLAIMS ANY WARRANTY, SUCH INVESTIGATIONS OF REPRESENTATION, CONSIDERATION OR ASSURANCE THAT ANY SECURITY FEATURES INCLUDED WITH THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND CLOUD SERVICES WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION BE PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, IN REAL TIME. EXCEPT FOR THE EXPRESS WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY REMEDIES SET FORTH IN SECTION 6.1 (PURCHASED SERVICES WARRANTY) AND TO THE EXTENT PERMITTED BY LAW, JUNIPER DISCLAIMS ALL CONDITIONS, REMEDIES AND WARRANTIES IN AND TO THE CLOUD SERVICES (WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, THAT WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THIS AGREEMENTWARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. JUNIPER SHALL HAVE NO LIABILITY FOR YOUR FAILURE TO COMPLY WITH SECTION 3.2. This disclaimer and exclusion shall apply even if the express warranty fails of its essential purpose.

Disclaimer. IT IS UNDERSTOODNOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, ACKNOWLEDGED ALL LICENSES IN THIS AGREEMENT, INCLUDING WITH RESPECT TO ALL PATENTS AND AGREED THATKNOW-HOW (INCLUDING THE AIR PRODUCTS LICENSED ENGINEERING AND PROCESS STANDARDS AND POLICIES) ARE BEING MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (A) AS TO THEIR VALUE OR FREEDOM FROM ANY SECURITY INTERESTS; (B) AS TO TITLE, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO NONINFRINGEMENT, VALIDITY, ACCURACY OF INFORMATIONAL CONTENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT A PARTY OR ITS AFFILIATES KNOWS OR HAS REASON TO KNOW ANY SUCH PURPOSE) OR ANY OTHER MATTER, INCLUDING ANY WARRANTY (EXPRESS OR IMPLIED WARRANTIES IMPLIED, ORAL OR WRITTEN), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE; OR (C) AS TO THE LEGAL SUFFICIENCY TO GRANT ANY RIGHTS THEREIN AND AS TO ANY CONSENTS OR APPROVALS (INCLUDING APPROVALS FROM ANY GOVERNMENTAL ENTITIES) REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AND NEITHER PARTY, NOR ANY OF ITS REPRESENTATIVES, MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OF ANY KIND AND WARRANTIES, EXPRESS OR CHARACTER IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING LICENSED IP, INCLUDING WITH RESPECT TO THE PURCHASED ASSETSMATTERS DESCRIBED IN THE FOREGOING CLAUSES ( A )-(C). BUYER WITHOUT LIMITING THE FOREGOING, EACH LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS ALL LICENSES IN THIS AGREEMENT ARE BEING MADE “AS IS, WHERE IS,” AND, WITH ALL FAULTS”INTER ALIA, EXCEPT SUBJECT TO ANY AGREEMENTS OF THE EXTENT EXPRESSLY PROVIDED OTHERWISE PARTIES EXISTING AS OF THE EFFECTIVE DATE, AND EACH LICENSEE SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY LICENSES IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR AGREEMENT SHALL PROVE TO BE INSUFFICIENT OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTOTHERWISE IMPAIRED.

Disclaimer. IT IS UNDERSTOODa. SUBJECT TO THE REQUIREMENTS IMPOSED BY THE AUSTRALIAN CONSUMER LAW, ACKNOWLEDGED AND AGREED THATAS DETAILED BELOW, EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS APPLICABLE, ALL EXPRESS, IMPLIED OR STATUTORY TERMS, CONDITIONS, REPRESENTATIONS, AND WARRANTIES (INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXCLUDED TO THE EXTENT EXPRESSLY ALLOWED BY APPLICABLE LAW. THIS LIMITED WARRANTY IS PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONON THE BASIS THAT THE END USER IS PURCHASING THE HARDWARE FOR THE PURPOSES OF A BUSINESS, AND NOVARTIS IS NOT LIABLE FOR HOUSEHOLD OR BOUND BY, CONSUMER USE. VOCERA’S RESELLERS HAVE NO AUTHORITY TO MAKE ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR COMMITMENTS ON BEHALF OF NOVARTIS VOCERA OR TO MODIFY, IN ANY RESPECT, THIS LIMITED WARRANTY, ANY OF ITS AGENTS PROVISIONS OR EMPLOYEES WITH ANY RIGHTS HEREUNDER. IF ANY STATUTORY PROTECTION IMPOSED BY LAW IN RELATION TO THE SALE OR SUPPLY OF GOODS WHICH CANNOT LAWFULLY BE EXCLUDED, RESTRICTED OR MODIFIED OR CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT IS BREACHED THEN, TO THE EXTENT PERMITTED BY LAW, END USER’S REMEDY IN RESPECT THERETOOF SUCH STATUTORY PROTECTION IS LIMITED, OTHER THAN SUCH REPRESENTATIONSAT VOCERA’S OPTION, WARRANTIES TO THE SOLE AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH EXCLUSIVE REMEDY STATED IN THIS AGREEMENTTHE APPLICABLE WARRANTY CLAUSE ABOVE. b. Application of Australian Consumer Law. Vocera’s supplies are not of a kind ordinarily acquired for personal, domestic or household use or consumption. Despite this, if the End User acquires supplies deemed to be consumer goods or services under the Australian Consumer Law, Section 3.c applies to those supplies to the extent Vocera’s liability is not otherwise validly limited or excluded under these terms. Any benefits given to End User in these terms relating to repair, replacement, providing again, rectifying or providing compensation in connection with those supplies are in addition to End User’s other statutory protections and remedies. c. Warranty Against Defects Arising under Australian Consumer Law. Vocera’s goods come with guarantees that cannot be excluded under the Australian Consumer Law. End User is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. End User is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

Disclaimer. IT EXCEPT AS SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE OF PARENT, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, WHETHER WRITTEN OR ORAL, WHETHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF PARENT, ITS AFFILIATES OR THE BUSINESS; ANY SUCH OTHER REPRESENTATION OR WARRANTY IS UNDERSTOODHEREBY EXPRESSLY DISCLAIMED; AND NO SUCH PARTY SHALL BE LIABLE IN RESPECT OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO BUYER OR ITS AFFILIATES OTHER THAN AS SET FORTH IN ARTICLE III OF THIS AGREEMENT. IN PARTICULAR, ACKNOWLEDGED EXCEPT AS SET FORTH IN ARTICLE III OF THIS AGREEMENT, NONE OF PARENT, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY INTERNAL OR PUBLISHED PROJECTIONS, FORECASTS OR REVENUE OR EARNINGS PREDICTIONS FOR THE BUSINESS. PARENT AND AGREED THE SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS IN ARTICLE IV OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLERNONE OF BUYER, ITS AFFILIATES OR ANY AGENT REPRESENTING OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER REPRESENTATIVES MAKE OR HAVE MADE ANY REPRESENTATION OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, WHETHER WRITTEN OR ORAL, WHETHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTAFFILIATES.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, PURCHASER ACKNOWLEDGES THAT EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS IN THIS ARTICLE IV, NEITHER SELLER NOR ANY OTHER PERSON HAS MADE ANY REPRESENTATION OR IMPLIED WARRANTIES WARRANTY, EXPRESSED OR REPRESENTATIONS IMPLIED, AS TO THE ACQUIRED ASSETS, THE PRODUCT, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER AND THE SELLING AFFILIATES, OR THE ACCURACY AND COMPLETENESS OF ANY KIND INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR CHARACTER MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES AND PURCHASER HAS NOT RELIED ON ANY REPRESENTATION FROM SELLER OR ANY OTHER PERSON WITH RESPECT TO THE PURCHASED ASSETS ACQUIRED ASSETS, THE PRODUCT, ANY ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER AND THE SELLING AFFILIATES, OR THE ACCURACY OR COMPLETENESS OF ANY OTHER MATTER OR THING INFORMATION REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY ITS REPRESENTATIVES IN DETERMINING TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”ENTER INTO THIS AGREEMENT, EXCEPT TO FOR THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED REPRESENTATIONS AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY WARRANTIES SET FORTH IN THIS AGREEMENTARTICLE IV. PURCHASER ACKNOWLEDGES THAT SHOULD THE CLOSING OCCUR, PURCHASER SHALL ACQUIRE THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ACQUIRED ASSETS WITHOUT ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF REPRESENTATION AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND PURCHASER SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY PARTICULAR PURPOSE AS CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE PURCHASERS GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY PORTION LIENS, THAT ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED AND THAT ANY REQUIREMENTS OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, APPLICABLE LAWS OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND JUDGMENTS ARE NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTCOMPLIED WITH.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE ASSIGNMENT, AND THE AGREEMENTS, CERTIFICATES AND OTHER DOCUMENTS TO BE DELIVERED BY SELLER AT OR PRIOR TO THE CLOSING, THE ASSETS ARE TO BE SOLD AND ACCEPTED BY BUYER AT CLOSING “AS IS, WHERE IS AND WITH ALL FAULTS.” EXCEPT AS PROVIDED IN THIS AGREEMENT, THE ASSIGNMENT, AND THE AGREEMENTS, CERTIFICATES AND OTHER DOCUMENTS TO BE DELIVERED BY SELLER AT OR PRIOR TO THE CLOSING, SELLER MAKES NO EXPRESS WARRANTY OR IMPLIED WARRANTIES OR REPRESENTATIONS REPRESENTATION OF ANY KIND OR CHARACTER NATURE, EXPRESS OR IMPLIED IN FACT OR BY LAW, WITH RESPECT TO THE PURCHASED ORIGIN, QUANTITY, QUALITY, CONDITION OR SAFETY OF ANY EQUIPMENT OR OTHER PERSONAL PROPERTY, TITLE TO PERSONAL OR MIXED PROPERTY, TITLE TO REAL PROPERTY, COMPLIANCE WITH GOVERNMENTAL REGULATIONS OR LAWS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, CONDITION, QUANTITY, VALUE OR EXISTENCE OF RESERVES OF OIL, GAS OR OTHER MINERALS PRODUCIBLE OR RECOVERABLE FROM THE LEASES, UNITS OR XXXXX, OR OTHERWISE. EXCEPT AS PROVIDED IN THIS AGREEMENT, THE ASSIGNMENT, AND THE AGREEMENTS, CERTIFICATES AND OTHER DOCUMENTS TO BE DELIVERED BY SELLER AT OR PRIOR TO THE CLOSING, ALL XXXXX, PERSONAL OR MIXED PROPERTY, DATA, RECORDS, MACHINERY, EQUIPMENT AND FACILITIES COMPRISING THE ASSETS OR ANY OTHER MATTER SITUATED THEREON OR THING REGARDING THE PURCHASED ASSETS. APPURTENANT THERETO, ARE TO BE CONVEYED BY SELLER AND ACCEPTED BY BUYER ACKNOWLEDGES PRECISELY AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS ONLY “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED ,” AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY WITHOUT RECOURSE AGAINST SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS ARTICLE 8, NEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND UNDER THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR VALIDITY OF PATENT CLAIMS. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY EITHER PARTY THAT EITHER PARTY WILL BE SUCCESSFUL IN OBTAINING ANY PATENT RIGHTS, OR THAT ANY PATENTS WILL ISSUE BASED ON A PENDING APPLICATION. WITHOUT LIMITING THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES EXPRESSLY SET FORTH HEREIN, EACH PARTY SPECIFICALLY DISCLAIMS ANY GUARANTEE THAT ANY PRODUCTS WILL BE SUCCESSFUL, IN WHOLE OR IN PART. EXCEPT AS EXPRESSLY PROVIDED HEREIN, FIBROGEN DISCLAIMS ANY WARRANTY WITH RESPECT TO THE LICENSED TECHNOLOGY, THE INVENTION(S) CLAIMED IN THE FIBROGEN PATENTS OR WITH RESPECT TO THE FIBROGEN PATENTS THEMSELVES, INCLUDING BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES ABOUT (I) THE VALIDITY, SCOPE OR ENFORCEABILITY OF ANY OF THE FIBROGEN PATENTS; (II) THE ACCURACY, SAFETY OR USEFULNESS FOR ANY PURPOSE OF ANY INFORMATION PROVIDED BY FIBROGEN TO ELUMINEX WITH RESPECT TO THE INVENTION(S) CLAIMED IN THE FIBROGEN PATENTS OR WITH RESPECT TO THE FIBROGEN PATENTS THEMSELVES AND ANY PRODUCTS DEVELOPED FROM OR COVERED BY THEM; (III) WHETHER THE PRACTICE OF ANY CLAIM CONTAINED IN ANY OF THE FIBROGEN PATENTS WILL OR MIGHT INFRINGE A PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OWNED OR LICENSED BY A THIRD PARTY; (IV) THE PATENTABILITY OF ANY INVENTION CLAIMED IN THE FIBROGEN PATENTS; OR (V) THE SAFETY OR USEFULNESS FOR ANY PURPOSE OF THE LICENSED TECHNOLOGY OR ANY PRODUCT OR PROCESS MADE OR CARRIED OUT IN ACCORDANCE WITH OR THROUGH THE USE OF THE FIBROGEN PATENTS.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS (a) SELLER HEREBY DISCLAIMS ANY WARRANTYALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION (i) ANY WARRANTY THAT BUYER WILL OBTAIN ANY PROPRIETARY RIGHTS IN OR TO ANY OF THE TECHNICAL INFORMATION, (ii) THE WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE TECHNICAL INFORMATION, THE REACTOR, THE SPUS LOTS, THE RAW MATERIALS OR ANY PARTICULAR PURPOSE PRODUCT OR PROCESS WHICH INCORPORATES, USES OR IN ANY WAY INVOLVES SPU OR SPUS, (iii) THE SUFFICIENCY OR COMPLETENESS OF THE TECHNICAL INFORMATION, OR (iv) ANY OTHER RIGHT CLAIMED OR DERIVED BY BUYER IN THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 5, SELLER IS MAKING NO REPRESENTATION OR WARRANTY AS TO ANY PORTION THE CONDITION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS ALL OF THE PURCHASED ASSETS ARE PURCHASED ON A “WHERE IS/AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY IS” BASIS. SPECIFICALLY, SELLER MAKES NO REPRESENTATION OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WARRANTY WITH RESPECT THERETOTO THE MANUFACTURE, OTHER THAN USE OR SAFETY OF THE SPUS LOTS OR THAT SUCH REPRESENTATIONSSPUS LOTS WILL BE SUITABLE FOR ANY OF THE INTENDED USES OF SUCH LOTS BY BUYER. SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE RAW MATERIALS AND FURTHER ADVISES BUYER THAT THE RAW MATERIALS ARE, WARRANTIES AND COVENANTS AS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THE DATE OF THIS AGREEMENT, OUTSIDE OF THEIR SPECIFICATIONS AND THAT SUCH RAW MATERIALS MAY NOT BE SUITABLE OR SAFE FOR ANY OF THE INTENDED USES OF SUCH MATERIALS BY BUYER. (b) Seller further expressly disclaims all of the following: (i) That SPU or SPUS are appropriate for any intended use of such products by Buyer. (ii) That the Technical Information will enable Buyer to establish for the FDA equivalence of Buyer’s product with SPU or SPUS made by Seller. (iii) That Buyer, or anyone who may receive the Technical Information from or through Buyer, will be able to use the Technical Information without the assertion from any individual, company or party, of prior or superior rights, which may prevent use of the Technical Information by Buyer or anyone else, or which may subject Buyer or any other party to actions in law or equity of whatever kind, or claims for damages of any kind or amount. (iv) That the Technical Information will be of any scientific or commercial value to Buyer.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED MEMBER REWARDS TRAVEL AND AGREED THAT, EXCEPT MEMBER REWARDS CATALOG ARE BEING PROVIDED TO YOU "AS SET FORTH HEREIN NOVARTIS MAKES IS" WITH NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT GUARANTEES. TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES MAXIMUM EXTENT PERMITTED BY LAW, WINGS AND AGREES THAT UPON CLOSING SELLERS SHALL SELL ENGAGE DISCLAIM ALL REPRESENTATIONS AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO MEMBER REWARDS TRAVEL OR MEMBER REWARDS CATALOG, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AS PURPOSE, NONINFRINGMENT, AND IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. NEITHER WINGS NOR ENGAGE WARRANTS, GUARANTEES, OR MAKES ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS OR PROMOTIONS FOR, ANY MERCHANDISE, PRODUCTS, OR SERVICES OFFERED OR PROVIDED BY RETAILERS IN CONJUNCTION WITH MEMBER REWARDS TRAVEL AND/OR MEMBER REWARDS CATALOG. IN ADDITION, ALTHOUGH WINGS AND ENGAGE INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE SITE, NEITHER WINGS NOR ENGAGE WARRANTS, GUARANTEES OR MAKES ANY PORTION REPRESENTATIONS THAT THE SITE IS OR WILL BE FREE OF SUCH DESTRUCTIVE MATERIALS. IN ADDITION, NEITHER WINGS NOR ENGAGE WARRANTS OR REPRESENTS THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND NEITHER WINGS NOR ENGAGE ASSUMES ANY RESPONSIBILITY FOR ANY DAMAGE CAUSED BY YOUR ACCESS, OR INABILITY TO ACCESS, THE SITE, INCLUDING, BUT NOT LIMITED TO, YOUR INABILITY TO UTILIZE YOUR POINTS TO PURCHASE MERCHANDISE THROUGH MEMBER REWARDS TRAVEL OR MEMBER REWARDS CATALOG. IN NO EVENT WILL ANY OTHER PERSON OR ENTITY BE LIABLE TO YOU FOR ANY NON-PERFORMANCE OF WINGS’ OR ENGAGE’S OBLIGATIONS. IN NO EVENT SHALL WINGS OR ENGAGE BE LIABLE TO YOU FOR, AND YOU HEREBY WAIVE ANY CLAIMS AGAINST WINGS AND ENGAGE FOR, ANY DAMAGES WHATSOEVER (INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING IN CONNECTION WITH MEMBER REWARDS TRAVEL OR MEMBER REWARDS CATALOG OR YOUR USE OR INABILITY TO USE THE SITE OR MEMBER REWARDS TRAVEL OR MEMBER REWARDS CATALOG, OR THE PURCHASE OR USE OF ANY MERCHANDISE, PRODUCTS, OR SERVICES PROVIDED BY RETAILERS, EVEN IF WINGS OR ENGAGE AND/OR THEIR RESPECTIVE REPRESENTATIVES ARE ADVISED OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDPOSSIBILITY OF SUCH DAMAGES, CLAIMS, OR WILL CONDUCT PRIOR LOSSES. YOU AGREE TO CLOSINGINDEMNIFY AND HOLD HARMLESS WINGS AND ENGAGE, SUCH INVESTIGATIONS AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS AND EMPLOYEES, FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY'S FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR ACCESS TO AND USE OF MEMBER REWARDS TRAVEL AND/OR MEMBER REWARDS CATALOG, YOUR VIOLATION OF THESE TERMS AND CONDITIONS OR ENGAGE’S PRIVACY POLICY, OR THE PURCHASED ASSETS INFRINGEMENT BY YOU, OR ANY OTHER USER OF MEMBER REWARDS TRAVEL OR MEMBER REWARDS CATALOG USING YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, OR AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON A RESULT OF ANY INFORMATION PROVIDED BY THREATENING, LIBELOUS, OBSCENE, HARASSING OR ON BEHALF OFFENSIVE MATERIAL CONTAINED IN ANY OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOYOUR COMMUNICATIONS. Neither Wings nor Engage shall be liable for damages for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, OTHER THAN SUCH REPRESENTATIONSbut not limited to, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTweather conditions, acts of God, force majeure, strikes, civil commotions, embargoes, and wars or other hostilities, whether actual, threatened or reported, and/or any other cause beyond the reasonable control of Wings and/or Engage.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED EXPRESSLY UNDERSTOOD BY THE PARTIES HERETO THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT SUBJECT TO SELLER’S LIMITED INDEMNITY PURSUANT TO SECTION 8.2 BELOW, THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “ARE ACQUIRED AS IS, WHERE IS, WITH ALL FAULTS”FAULTS AND DEFECTS, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED BOTH PATENT AND WILL NOT RELY ONLATENT, AND NOVARTIS IS NOT LIABLE WITHOUT WARRANTIES OF ANY KIND, MERCHANTABILITY, OR FITNESS FOR OR BOUND BYA PARTICULAR PURPOSE, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDLESS OF MERCHANTABILITY HOW SUCH FAULTS AND DEFECTS WERE CAUSED OR FITNESS FOR ANY PARTICULAR PURPOSE CREATED (BY SELLER’S NEGLIGENCE, ACTIONS, OMISSIONS, OR FAULT, OR OTHERWISE). BY CLOSING, BUYER ACKNOWLEDGES IT HAS HAD OR WILL HAVE HAD PRIOR TO CLOSING A REASONABLE OPPORTUNITY TO INSPECT AND EXAMINE THE CONDITION OF EACH AND EVERY ASSET AND, SUBJECT TO SELLER’S LIMITED INDEMNITY PURSUANT TO SECTION 8.2 BELOW, BUYER IS AWARE OF AND ACCEPTS THE CONDITION OF EACH AND EVERY ASSET. ALTHOUGH SELLER HAS MADE, AND UNTIL CLOSING WILL MAKE, ALL OF ITS FILES AND RECORDS AVAILABLE TO BUYER, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, EXCEPT AS SET FORTH IN SECTION 3 OF THIS AGREEMENT, AS TO THE ACCURACY OR COMPLETENESS OF ANY PORTION TITLE OPINION, DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION, OR MATERIALS NOW, HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE ASSETS INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE PURCHASED ASSETS, THE PRICING ASSUMPTIONS, THE ENVIRONMENTAL CONDITION OF THE ASSETS, ANY OTHER MATTERS CONTAINED IN THE DATA, OR ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO BUYER BY SELLER. BUYER REPRESENTS TO NOVARTIS THAT IN ENTERING INTO AND PERFORMING THIS AGREEMENT, BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY RELIED AND WILL RELY SOLELY UPON SAME SELLER’S REPRESENTATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN ARTICLE 3 OF THIS AGREEMENTAGREEMENT AND UPON BUYER’S INDEPENDENT INVESTIGATION OF, AND JUDGMENT WITH RESPECT TO, THE ASSETS AND THEIR VALUE.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED THE REPRESENTATIONS AND AGREED THAT, EXCEPT AS WARRANTIES OF THE SELLER SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES OF SELLER, WHETHER WRITTEN, ORAL OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETSIMPLIED. BUYER PURCHASER ACKNOWLEDGES AND AGREES (i) THAT UPON CLOSING SELLERS SHALL SELL THE AIRCRAFT IS, AND CONVEY TO BUYER AND BUYER SHALL ACCEPT AT THE PURCHASED ASSETS TIME OF THE DELIVERY TIME WILL BE, IN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS”AND (ii) THAT SELLER SHALL NOT, EXCEPT BY VIRTUE OF HAVING OWNED AND SOLD THE AIRCRAFT OR OTHERWISE, BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY AS TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONMERCHANTABILITY, AND NOVARTIS IS NOT LIABLE FOR FITNESS, DESIGN OR BOUND BYCONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, THE AIRCRAFT, OR TO HAVE MADE ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, OTHER REPRESENTATIONS OR INFORMATION PERTAINING TO WARRANTIES (EXCEPT THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT), THE NOVARTIS DISCLOSURE SCHEDULEAND SELLER DISCLAIMS AND PURCHASER WAIVES ALL WARRANTIES, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYGUARANTIES AND LIABILITIES, EXPRESS OR IMPLIED, OF ARISING BY LAW OR OTHERWISE (INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO FITNESS, MERCHANTABILITY OR FITNESS LOSS OF USE, OR STRICT LIABILITY IN TORT OR CONSEQUENTIAL DAMAGES) WHETHER OR NOT OCCASIONED BY SELLER’S NEGLIGENCE, AND EACH OF BENEFICIARY AND PURCHASER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL SELLER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY PARTICULAR PURPOSE AS OTHER LOSS OR DAMAGE WHATSOEVER, PURCHASER AGREEING THAT ALL SUCH RISKS ARE TO ANY PORTION OF BE BORNE BY PURCHASER AFTER THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTCLOSING DATE.

Disclaimer. IT IS UNDERSTOODNOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, ACKNOWLEDGED ALL LICENSES IN THIS AGREEMENT, INCLUDING WITH RESPECT TO ALL PATENTS AND AGREED THATKNOW-HOW (INCLUDING THE DUPONT LICENSED ENGINEERING AND PROCESS STANDARDS AND POLICIES), EXCEPT ARE BEING MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (A) AS SET FORTH HEREIN NOVARTIS MAKES NO TO THEIR VALUE OR FREEDOM FROM ANY SECURITY INTERESTS; (B) AS TO TITLE, NONINFRINGEMENT, VALIDITY, ACCURACY OF INFORMATIONAL CONTENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT A PARTY OR ITS AFFILIATES KNOWS OR HAS REASON TO KNOW ANY SUCH PURPOSE) OR ANY OTHER MATTER, INCLUDING ANY WARRANTY (EXPRESS OR IMPLIED WARRANTIES IMPLIED, ORAL OR WRITTEN), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE; OR (C) AS TO THE LEGAL SUFFICIENCY TO GRANT ANY RIGHTS THEREIN AND AS TO ANY CONSENTS OR APPROVALS (INCLUDING APPROVALS FROM ANY GOVERNMENTAL ENTITIES) REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AND NEITHER PARTY, NOR ANY OF ITS REPRESENTATIVES, MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OF ANY KIND AND WARRANTIES, EXPRESS OR CHARACTER IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING LICENSED IP, INCLUDING WITH RESPECT TO THE PURCHASED ASSETSMATTERS DESCRIBED IN THE FOREGOING CLAUSES (A)-(C). BUYER WITHOUT LIMITING THE FOREGOING, EACH LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL ALL LICENSES IN THIS AGREEMENT, INCLUDING WITH RESPECT TO ALL PATENTS AND CONVEY TO BUYER KNOW-HOW (INCLUDING THE DUPONT LICENSED ENGINEERING AND BUYER SHALL ACCEPT THE PURCHASED ASSETS PROCESS STANDARDS AND POLICIES), ARE BEING MADE “AS IS, WHERE IS,” AND, WITH ALL FAULTS”INTER ALIA, EXCEPT SUBJECT TO ANY AGREEMENTS OF THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONPARTIES EXISTING AS OF THE EFFECTIVE DATE, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, EACH LICENSEE SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH LICENSES IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES INCLUDING WITH RESPECT THERETOTO ALL PATENTS AND KNOW-HOW AND THE DUPONT LICENSED ENGINEERING AND PROCESS STANDARDS AND POLICIES, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTSHALL PROVE TO BE INSUFFICIENT OR OTHERWISE IMPAIRED.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED EACH OF CUMMINS (ON BEHALF OF ITSELF AND AGREED EACH MEMBER OF THE CUMMINS GROUP) AND FILTRATION (ON BEHALF OF ITSELF AND EACH MEMBER OF THE FILTRATION GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN NOVARTIS MAKES HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO EXPRESS PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR IMPLIED WARRANTIES ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT AND WARRANTIES, AS TO THE PURCHASED ASSETS ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NONINFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING REGARDING OF VALUE UPON THE PURCHASED ASSETSEXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (AND, WITH ALL FAULTS”IN THE CASE OF ANY REAL PROPERTY, EXCEPT BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT RELIED AND WILL OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTCOMPLIED WITH.

Disclaimer. IT IS UNDERSTOODSUBJECT TO THE LAST SENTENCE OF THIS SECTION 5, ACKNOWLEDGED AND AGREED THATTHE PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO WHETHER EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER IMPLIED, WITH RESPECT TO ANY AND ALL OF ITS CONFIDENTIAL INFORMATION, AND EACH PARTY AGREES THAT NEITHER THE PURCHASED ASSETS DISCLOSING PARTY NOR ITS REPRESENTATIVES OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, PERSON MAKES ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYWARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY WITH RESPECT TO THE ACCURACY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION COMPLETENESS OF THE PURCHASED ASSETS. BUYER REPRESENTS CONFIDENTIAL INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY FORECASTS, PROJECTIONS OR OTHER FORWARD-LOOKING INFORMATION INCLUDED THEREIN, AND THAT NEITHER THE DISCLOSING PARTY NOR ITS REPRESENTATIVES OR ANY OTHER PERSON SHALL ASSUME ANY RESPONSIBILITY OR HAVE ANY LIABILITY TO NOVARTIS THAT BUYER HAS CONDUCTED, THE RECEIVING PARTY OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS ANY OF ITS REPRESENTATIVES RESULTING FROM THE SELECTION OR USE OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY CONFIDENTIAL INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS THE RECEIVING PARTY OR ITS AGENTS REPRESENTATIVES. THE RECEIVING PARTY ACKNOWLEDGES THAT IT IS NOT ENTITLED TO RELY ON THE ACCURACY OR EMPLOYEES WITH RESPECT THERETOCOMPLETENESS OF ANY CONFIDENTIAL INFORMATION AND THAT ONLY SUCH EXPRESS REPRESENTATIONS AND WARRANTIES REGARDING CONFIDENTIAL INFORMATION AS MAY BE MADE TO THE RECEIVING PARTY IN A DEFINITIVE WRITTEN AGREEMENT RELATING TO A TRANSACTION, OTHER THAN IF ANY, SHALL HAVE ANY LEGAL EFFECT, SUBJECT TO THE TERMS AND CONDITIONS OF SUCH REPRESENTATIONSAGREEMENT. NOTWITHSTANDING THE FOREGOING, WARRANTIES THE DISCLOSING PARTY HEREBY REPRESENTS AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTWARRANTS THAT IT HAS THE AUTHORITY TO DISCLOSE THE CONFIDENTIAL INFORMATION.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS OTHERWISE PROVIDED HEREIN, THE INTELLECTUAL PROPERTY RIGHTS LICENSED HEREUNDER ARE PROVIDED BY BIOVERIS “AS IS WHERE IS” AND BIOVERIS MAKES NO NO, AND DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS ISIMPLIED, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN CONCERNING: (a) LICENSED INTELLECTUAL PROPERTY RIGHTS COVERED BY THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BYINCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIESWARRANTY OF TITLE, GUARANTIESDESIGN, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE AS TO LICENSED INTELLECTUAL PROPERTY RIGHTS OR ANY PORTION ECL PRODUCT; (b) THE COMMERCIAL SUCCESS OF ANY ECL PRODUCT; (c) THE EXISTENCE, VALIDITY OR SCOPE OF LICENSED INTELLECTUAL PROPERTY RIGHTS; (d) ANY ECL PRODUCT BEING FREE FROM AN INFRINGEMENT ON PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; (e) WHETHER ANY THIRD PARTIES ARE IN ANY WAY INFRINGING LICENSED INTELLECTUAL PROPERTY RIGHTS COVERED BY THIS AGREEMENT; OR (f) THE ACCURACY, UTILITY OR SUFFICIENCY OF ANY TECHNICAL INFORMATION TRANSFERRED TO NEWCO HEREUNDER. THE PARTIES SPECIFICALLY AGREE THAT NEITHER PARTY SHALL BE SUBJECT TO AND THAT EACH DISCLAIMS: (A) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF WARRANTY, AND (B) ALL CONSEQUENTIAL, INCIDENTAL, CONTINGENT, PUNITIVE AND EXEMPLARY DAMAGES WHATSOEVER WITH RESPECT TO (i) ANY DISPUTES BETWEEN THE PARTIES UNDER THIS AGREEMENT OR (ii) CLAIMS MADE BY ONE PARTY AGAINST ANOTHER PARTY ARISING FROM THE COURSE OF CONDUCT WITHIN THE RELATIONSHIP OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDPARTIES UNDER THIS AGREEMENT (WHETHER SUCH CLAIMS ARISE UNDER CONTRACT, TORT, STRICT LIABILITY OR WILL CONDUCT PRIOR TO CLOSINGOTHERWISE), SUCH INVESTIGATIONS EVEN THOUGH A PARTY MAY HAVE BEEN ADVISED OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF DAMAGES IN CLAUSE (B) ABOVE SHALL NOT UPON ANY INFORMATION PROVIDED BY APPLY TO DAMAGES PAID TO UNRELATED THIRD PARTIES (WHETHER PURSUANT TO JUDGMENT OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, SETTLEMENT) FOR WHICH A PARTY HAS AN OBLIGATION TO INDEMNIFY THE OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTPARTY HEREUNDER.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE: (a) THE REPRESENTATIONS AND AGREED THAT, EXCEPT AS WARRANTIES OF THE IASIS PARTIES EXPRESSLY SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS IN ARTICLE II HEREOF AND IN ANY CERTIFICATE OR IMPLIED INSTRUMENT DELIVERED PURSUANT TO THIS AGREEMENT ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS MPT PARTIES IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONTRANSACTIONS CONTEMPLATED HEREBY, AND NOVARTIS (b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (a) ABOVE, NEITHER THE IASIS PARTIES NOR ANY NON-RECOURSE PARTY HAS MADE OR IS NOT LIABLE FOR OR BOUND BY, MAKING ANY EXPRESS OR IMPLIED WARRANTIESREPRESENTATION OR WARRANTY, GUARANTIESSTATUTORY OR OTHERWISE, REPRESENTATIONS OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR INFORMATION PERTAINING IMPLIED REPRESENTATION OR WARRANTY AS TO THE PURCHASED MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS MADE OF THE IASIS PARTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR FURNISHED BY SELLEROTHERWISE, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE II HEREOF AND IN ANY CERTIFICATE OR INSTRUMENT DELIVERED PURSUANT TO THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE IASIS PARTIES, ARE HEREBY EXPRESSLY DISCLAIMED. THE MPT PARTIES REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES AND FINANCING SOURCES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT, THE DEBT COMMITMENT LETTER, AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, THEY ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE IASIS PARTIES AS SET FORTH IN ARTICLE II HEREOF AND IN ANY CERTIFICATE OR INSTRUMENT DELIVERED PURSUANT TO THIS AGREEMENT, AND THAT THE MPT PARTIES SHALL ACQUIRE THE OWNED REAL PROPERTY AND ACQUIRED ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE PURPOSE, IN AN “AS TO ANY PORTION OF THE PURCHASED ASSETSIS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH ALL FAULTS”. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDWithout limiting the generality of the immediately preceding paragraph, OR WILL CONDUCT PRIOR TO CLOSINGit is understood and agreed by the MPT Parties, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOon behalf of themselves and their respective Affiliates and any Financing Sources, OTHER THAN SUCH REPRESENTATIONSthat any cost estimate, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTprojection or other prediction, any data, any financial information or any memoranda or offering materials or presentations, including, without limitation, any memoranda and materials provided by the IASIS Parties, any direct or indirect holder of equity interests in the IASIS Parties or any of their respective representatives, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article II hereof and in any certificate or instrument delivered pursuant to this Agreement as a representation and warranty by (and only by) the IASIS Parties.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT THE ASSET SELLER HAS NOT MADE, AND THE ASSET SELLER DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, AGREEMENTS OR IMPLIED WARRANTIES OR REPRESENTATIONS GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS; (B) THE INCOME TO BE DERIVED FROM THE ASSETS OR THE BUSINESS; (C) THE COMPLIANCE BY THE ASSETS OR THE BUSINESS WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS; (D) THE MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS; (E) THE MANNER, QUALITY, STATE OF OR LACK OF REPAIR OF THE ASSETS; OR (F) ANY OTHER MATTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETSBUSINESS. BUYER PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO BUYER AND BUYER SHALL ACCEPT INSPECT THE PURCHASED ASSETS “ASSETS, PURCHASER IS (EXCEPT AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE SET FORTH IN THIS AGREEMENT) RELYING SOLELY ON PURCHASER’S OWN INVESTIGATION OF THE ASSETS AND NOT ON ANY INFORMATION PROVIDED BY THE ASSET SELLER OR ASSET SELLER’S SHAREHOLDERS. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY ARE BEING SOLD "AS IS” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULEAND, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOINGLIMITATION, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE AS ARE HEREBY DISCLAIMED. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN DETERMINED BY NEGOTIATION TO ANY PORTION OF REFLECT THAT THE PURCHASED ASSETSASSETS ARE SOLD SUBJECT TO THE FOREGOING. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH PURCHASER'S ACKNOWLEDGMENTS CONTAINED IN THIS AGREEMENTSECTION SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT AS APPLICABLE.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT OR ANY TRANSACTION DOCUMENT OR CERTIFICATE DELIVERED BY ANY SELLER IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT (a) THE SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES TO BUYER, EXPRESS, STATUTORY OR IMPLIED WITH RESPECT TO SELLERS, THE WATER ASSETS OR THE WATER BUSINESS, AND THE SELLERS FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM EXHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, AND (b) THE SELLERS EXPRESSLY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER OR ANY ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING 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 SELLERS OR ANY OF THEIR AFFILIATES), IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY BUYER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY CERTIFICATE DELIVERED BY ANY SELLER IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT, BUYER WILL BE DEEMED TO BE OBTAINING THE WATER ASSETS IN THEIR PRESENT STATUS, CONDITION, AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE OTHER AGREEMENTS: (a) NONE OF SELLER AND ITS OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKES NO OR HAS MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN RESPECT OF THE PURCHASED ASSETS, ASSUMED LIABILITIES, THE PRODUCT OR THE PRODUCT INTELLECTUAL PROPERTY, WHETHER ORALLY OR IN WRITING, IN CERTAIN ELECTRONIC AND PHYSICAL "DATA ROOMS," MANAGEMENT PRESENTATIONS, FUNCTIONAL "BREAK-OUT" DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PURCHASER OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED, INCLUDING ANY IMPLIED WARRANTIES REPRESENTATION OR REPRESENTATIONS WARRANTY WITH RESPECT TO (I) MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE OPERATION OF ANY KIND OR CHARACTER THE BUSINESS WITH RESPECT TO THE PURCHASED ASSETS PRODUCT BY PURCHASER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS USED AND OPERATED BY SELLER OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE PRODUCT OR THE BUSINESS AFTER THE CLOSING; (b) NONE OF SELLER OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASER OR TO ANY OTHER MATTER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, ITS AFFILIATES OR THING REGARDING REPRESENTATIVES OF, OR PURCHASER'S USE OF, ANY INFORMATION RELATING TO THE PURCHASED ASSETSPRODUCT OR THE BUSINESS, INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER, WHETHER ORALLY OR IN WRITING, IN CERTAIN ELECTRONIC AND PHYSICAL "DATA ROOMS," MANAGEMENT PRESENTATIONS, FUNCTIONAL "BREAK-OUT" DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PURCHASER OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED; AND (c) SELLER'S INTERESTS IN THE BUSINESS ARE BEING TRANSFERRED THROUGH THE SALE OF THE PURCHASED ASSETS “"AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT ," AND SELLER EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE WARRANTIES OF ANY KIND OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYNATURE, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION THE CONDITION, VALUE OR QUALITY OF THE PURCHASED ASSETS AND THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES EXPRESSLY PROVIDED IN THIS SECTION 5 ABOVE, NO EXPRESS REPRESENTATIONS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER ARE GIVEN BY LICENSOR WITH RESPECT TO THE PURCHASED ASSETS LICENSED KNOW-HOW, IMPROVEMENTS, DOCUMENTATION AND OTHER LICENSOR INTELLECTUAL PROPERTY, INFORMATION, MATERIALS AND SERVICES PROVIDED BY OR ANY FOR LICENSOR, AND SUCH LICENSED KNOW-HOW, IMPROVEMENTS, DOCUMENTATION AND OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES LICENSOR INTELLECTUAL PROPERTY, INFORMATION, MATERIALS AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS SERVICES ARE PROVIDED ON AN “AS IS, WHERE IS, WITH ” BASIS. LICENSOR MAKES NO AND HEREBY EXPRESSLY DISCLAIMS ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED OTHER WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE AS TO ANY PORTION PURPOSE, TITLE AND ACCURACY, AND ALL WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE DOCUMENTATION MAY CONTAIN INFORMATION THAT IS CREATED BY OR FOR CUSTOMERS OR OTHER THIRD PARTIES. WITHOUT LIMITING THE GENERALITY OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDDISCLAIMER OF REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY NOTWITHSTANDING ANYTHING ELSE SET FORTH IN THIS AGREEMENTAGREEMENT OR OTHERWISE, LICENSOR DOES NOT GIVE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR ANY INFORMATION THAT IS CREATED BY OR FOR THE CUSTOMERS OR OTHER THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ACCURACY, RELEVANCY, COMPLETENESS, OR USEFULNESS OF SUCH INFORMATION. ALL LICENSEE IMPROVEMENTS OR ANY MATERIALS OR INFORMATION MADE AVAILABLE TO LICENSOR WILL BE PROVIDED ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, LICENSEE MAKES NO AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND ACCURACY, AND ALL WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

Disclaimer. IT THE LEASED PROPERTY IS UNDERSTOODLEASED (AND THE INVENTORY AND EQUIPMENT ARE TRANSFERRED), ACKNOWLEDGED AND AGREED THATIF THE OPTION IS EXERCISED THE LEASED PROPERTY WILL BE TRANSFERRED, TO LESSEE ON AN "AS-IS, WHERE-IS" BASIS WITHOUT ANY IMPLIED OR EXPLICIT REPRESENTATIONS OR WARRANTIES EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS EXPLICITLY PROVIDED IN THIS LEASE OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER THE RELATED AGREEMENTS. LESSEE HEREBY ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED AND CONDUCTED ENVIRONMENTAL DUE DILIGENCE SATISFACTORY TO LESSEE WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING AND HAS BEEN REPRESENTED BY, AND HAD THE PURCHASED ASSISTANCE OF, COUNSEL IN THE CONDUCT OF SUCH DUE DILIGENCE, THE PREPARATION AND NEGOTIATION OF THIS LEASE AND THE RELATED AGREEMENTS, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. FURTHER, LESSOR HAS MADE AVAILABLE TO LESSEE AND ITS REPRESENTATIVES CERTAIN INFORMATION, BOOKS, RECORDS, DOCUMENTS, REPORTS AND ASSOCIATED DATA RELATING TO THE ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “EXCEPT AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY EXPLICITLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED LEASE OR THE RELATED AGREEMENTS, IT IS UNDERSTOOD AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR AGREED BY THE PARTIES THAT NO REPRESENTATION OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, HAS BEEN MADE BY LESSOR, ANY AFFILIATE OF MERCHANTABILITY LESSOR OR FITNESS FOR ANY PARTICULAR PURPOSE AS DIRECTOR, OFFICER, EMPLOYEE, AGENT, REPRESENTATIVE, INVESTMENT BANKER, COUNSEL, CONSULTANT OR ADVISOR OF LESSOR OR ANY AFFILIATE OF LESSOR REGARDING THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION, BOOKS, RECORDS, DOCUMENTS, REPORTS AND ASSOCIATED DATA, AND THAT NEITHER LESSOR, ITS AFFILIATES NOR SUCH OTHER PERSONS WILL HAVE OR BE SUBJECT TO ANY PORTION LIABILITY TO LESSEE OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO LESSEE OR LESSEE'S USE OF THE PURCHASED ASSETSANY SUCH INFORMATION, DOCUMENTS, STATEMENTS, REPORTS OR RECORDS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDALL STATEMENTS OF FACT OR DISCLOSURES, OR WILL CONDUCT PRIOR TO CLOSINGIF ANY, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH MADE IN THIS AGREEMENTLEASE OR THE RELATED AGREEMENTS OR IN CONNECTION WITH THIS LEASE OR THE RELATED AGREEMENTS ARE FOR INFORMATIONAL PURPOSES ONLY AND SUCH STATEMENTS DO NOT CONSTITUTE WARRANTIES OR REPRESENTATIONS OF ANY NATURE.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS SECTION 7, ALCHEMY MAKES NO OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE ALCHEMY PRODUCTS, ANY ALCHEMY MATERIALS, CUSTOMIZATIONS, ALCHEMY CUSTOM CONTENT OR SERVICES PROVIDED HEREUNDER, AND ALCHEMY HEREBY DISCLAIMS ANY IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, SATISFACTORY QUALITY, ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. RELIANCE BY CUSTOMER OR ITS PERSONNEL OR CLIENTS ON ANYTHING IN THE ALCHEMY PRODUCTS, ALCHEMY MATERIALS, CUSTOMIZATIONS, ALCHEMY CUSTOM CONTENT AND/OR SERVICES OR ANYTHING SAID OR DISTRIBUTED BY ALCHEMY OR ITS AGENTS IN CONNECTION WITH THE ALCHEMY PRODUCTS SHALL BE AT CUSTOMER’S SOLE RISK. ANY AND ALL USE OF, INTERPRETATIONS AND DECISIONS MADE BY CUSTOMER AS A RESULT OF USING, ALCHEMY PRODUCTS OR OTHER INFORMATION PROVIDED BY ALCHEMY UNDER THE TERMS HEREOF ALSO INCLUDE THE OPINION AND JUDGMENT OF CUSTOMER. CUSTOMER HAS FULL RESPONSIBILITY FOR USE OF, ALL SUCH INTERPRETATIONS AND DECISIONS MADE BY CUSTOMER USING, ANY ALCHEMY PRODUCTS OR OTHER INFORMATION PROVIDED BY ALCHEMY UNDER THE TERMS OF THIS AGREEMENT. ALCHEMY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF THE ABILITY, COMPETENCE, KNOWLEDGE OR SKILL OF CUSTOMER’S PERSONNEL OR CLIENTS TO UTILIZE SUCCESSFULLY OR APPROPRIATELY, IN ANY CIRCUMSTANCE, ANY OF THE TRAINING CONTENT OR LESSONS CONTAINED WITHIN THE ALCHEMY PRODUCTS.

Disclaimer. IT THE AIRCRAFT IS UNDERSTOODBEING SOLD BY SELLER AND SHALL BE ACCEPTED BY PURCHASER HEREUNDER IN AN “AS-IS, ACKNOWLEDGED AND AGREED THAT, WHERE-IS” CONDITION. EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH HEREIN NOVARTIS IN THIS AGREEMENT AND THE XXXX OF SALE, SELLER MAKES NO EXPRESS REPRESENTATIONS WHATSOEVER IN RESPECT OF THE AIRCRAFT, AND EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE XXXX OF SALE, SELLER SPECIFICALLY DISCLAIMS, AND EXCLUDES HEREFROM, IN RESPECT OF THE CONDITION OF THE AIRCRAFT OR IMPLIED WARRANTIES ENGINES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS PROPELLERS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BYPART, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS WARRANTY OR INFORMATION PERTAINING REPRESENTATION WHATSOEVER INCLUDING BUT NOT LIMITED TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR (i) ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIEDIMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, DESCRIPTION, AIRWORTHINESS, VALUE, SATISFACTORY QUALITY, DESIGN, QUALITY, MANUFACTURE OR OPERATION OF ANY KIND OR NATURE, (ii) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY PARTICULAR PURPOSE AS TO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF FREEDOM FROM ANY PORTION RIGHTFUL CLAIM BY WAY OF INFRINGEMENT OR THE PURCHASED ASSETSLIKE AND (iv) ANY IMPLIED REPRESENTATION OR WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDThe foregoing provision shall be without prejudice to, OR WILL CONDUCT PRIOR TO CLOSINGand in no way limit, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTthe obligations of Seller (as lessee) under the Lease Agreement and under the other Operative Documents to which it is a party.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED BUYER ACKNOWLEDGES AND AGREED AGREES THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO IN SECTION 8, BUYER IS ACQUIRING THE PROPERTY IN ITS “AS IS” CONDITION, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED WARRANTIES IMPLIED. EXCEPT AS SET FORTH HEREIN OR IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER TO BUYER AT CLOSING, NEITHER SELLER NOR ANY AGENTS, REPRESENTATIVES, OR EMPLOYEES OF SELLER HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, DIRECT OR INDIRECT, ORAL OR WRITTEN, EXPRESS OR IMPLIED, TO BUYER OR ANY AGENTS, REPRESENTATIVES, OR EMPLOYEES OF ANY KIND OR CHARACTER BUYER WITH RESPECT TO THE PURCHASED ASSETS PROPERTY, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY OR THE PERSONAL PROPERTY (INCLUDING WITHOUT LIMITATION THE ENVIRONMENTAL CONDITION OF THE PROPERTY). SELLER EXPRESSLY DISCLAIMS AND NEGATES, AS TO THE PROPERTY: (I) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; (II) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND (III) ANY IMPLIED WARRANTY WITH RESPECT TO THE CONDITION OF THE PROPERTY, THE PAST OR PROJECTED FINANCIAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE INCOME OR EXPENSES THEREOF) OR THE USES PERMITTED ON, THE DEVELOPMENT REQUIREMENTS FOR, OR ANY OTHER MATTER OR THING REGARDING RELATING TO ALL OR ANY PORTION OF THE PURCHASED ASSETSPROPERTY. EXCEPT AS SET FORTH HEREIN, SELLER MAKES NO WARRANTY, REPRESENTATION OR COVENANT WITH RESPECT TO ANY OF THE FOREGOING. BUYER ACKNOWLEDGES THAT BUYER IS RELYING SOLELY ON ITS OWN (OR ITS REPRESENTATIVES’) INSPECTION, EXAMINATION AND AGREES THAT UPON CLOSING SELLERS SHALL SELL EVALUATION OF THE PROPERTY AND CONVEY TO BUYER NOT ON ANY STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE OR MAY BE MADE (OR PURPORTEDLY MADE) BY SELLER OR ANY OF ITS REPRESENTATIVES OTHER THAN THE REPRESENTATIONS AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE WARRANTIES CONTAINED IN THIS AGREEMENT. THE BUYER HAS NOT RELIED AND WILL NOT RELY ONHEREBY EXPRESSLY ASSUMES ALL RISKS, LIABILITIES, CLAIMS, DAMAGES, AND NOVARTIS IS NOT LIABLE COSTS (AND AGREES THAT SELLER SHALL HAVE NO LIABILITY, INCLUDING WITHOUT LIMITATION STRICT LIABILITY FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR BOUND BYOTHER DAMAGES, ANY EXPRESS SUCH LIABILITY WHICH WOULD OTHERWISE EXIST OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS ARISE BEING HEREBY WAIVED AND RELEASED BY BUYER) RESULTING OR INFORMATION PERTAINING ARISING FROM OR RLEATED TO THE PURCHASED ASSETS MADE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING OPERATION OF THE PROPERTY. NOTWITHSTANDING ANYTHING STATED TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH THE CONTRARY IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS DISCLAIMERS PROVIDED FOR IN THIS SECTION 10.2 SHALL NOT APPLY TO OR PREVENT ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION CLAIMS ARISING FROM A BREACH OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES OR OBLIGATIONS OF SELLER UNDER THIS AGREEMENT OR THE DOCUMENTS EXECUTED AND COVENANTS DELIVERED BY SELLER TO BUYER AT CLOSING THAT SURVIVE THE CLOSING. THE PROVISIONS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTSECTION 10.2 SHALL SURVIVE THE CANCELLATION OR TERMINATION OF THIS AGREEMENT AND SHALL SURVIVE THE CLOSE OF ESCROW.

Disclaimer. IT IS UNDERSTOODTHE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS IN THIS AGREEMENT (INCLUDING THE DISCLOSURE SCHEDULES) AND IN ANY AGREEMENT, ACKNOWLEDGED DOCUMENT OR INSTRUMENT TO BE EXECUTED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO DELIVERED BY THE SELLERS (OR ANY OF THEM) AT THE CLOSING ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS. THE SELLERS HEREBY DISCLAIM ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES. THE SELLERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING PRO-FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR REPRESENTATIONS OTHER FORWARD-LOOKING STATEMENTS OF THE BUSINESS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING THE DISCLOSURE SCHEDULES) OR IN ANY KIND AGREEMENT, DOCUMENT OR CHARACTER WITH RESPECT INSTRUMENT TO BE EXECUTED AND DELIVERED BY THE PURCHASED ASSETS SELLERS (OR ANY OTHER MATTER OR THING REGARDING OF THEM) AT THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING CLOSING, (A) THE SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT ARE SELLING THE PURCHASED TRANSFERRED ASSETS HEREUNDER ON AN “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON” BASIS, AND NOVARTIS IS NOT LIABLE FOR (B) THE SELLERS MAKE NO REPRESENTATIONS OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING WARRANTIES AS TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENTBUSINESS, THE NOVARTIS DISCLOSURE SCHEDULETRANSFERRED ASSETS OR THE ASSUMED LIABILITIES, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOINGINCLUDING AS TO THEIR PHYSICAL CONDITION, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYUSABILITY, EXPRESS OR IMPLIEDMERCHANTABILITY, OF MERCHANTABILITY PROFITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTPURPOSE.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED THE PARTIES ACKNOWLEDGE AND AGREED AGREE THAT, EXCEPT FOR THE EXPLICIT REPRESENTATIONS CONTAINED IN SECTION 6.13 ABOVE AND FOR ANY REPRESENTATION OR WARRANTY EXPRESSLY MADE BY NXP IN THE SHARE EXCHANGE AGREEMENT, THE ASSIGNMENTS AND TRANSFERS MADE AND LICENSES GRANTED HEREUNDER ARE ON AN “AS SET FORTH HEREIN NOVARTIS IS” BASIS, NEITHER NXP NOR DUTCH NEWCO MAKES NO EXPRESS ANY REPRESENTATIONS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER IN CONNECTION WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULEAND NXP AND DUTCH NEWCO EACH HEREBY EXPRESSLY DISCLAIM AND EXCLUDE ALL WARRANTIES, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYWHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER PARTY MAKES ANY PARTICULAR PURPOSE WARRANTY OR REPRESENTATION THAT ANY MANUFACTURE, USE, IMPORTATION, OFFER FOR SALE OR SALE OF ANY PRODUCT OR SERVICE WILL BE FREE FROM INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY OR AS TO THE VALIDITY AND/OR SCOPE OF ANY PORTION OF PATENT LICENSED BY SUCH PARTY TO THE PURCHASED ASSETSOTHER PARTY UNDER THIS AGREEMENT OR A WARRANTY OR REPRESENTATION THAT A PARTY WILL ENFORCE ANY PATENT AGAINST A THIRD PARTY OR THAT A PATENT WILL ISSUE OR ANY PATENT WILL BE PROSECUTED OR MAINTAINED. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDTHIS SECTION 6.14 DOES NOT SUPERSEDE, MODIFY OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF NEGATE ANY REPRESENTATION OR WARRANTY EXPRESSLY MADE BY NXP IN THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS SHARE EXCHANGE AGREEMENT.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN NOVARTIS IN THIS ARTICLE III, IN ANY CERTIFICATE DELIVERED BY CLOROX PARENT HEREUNDER OR ANY ANCILLARY AGREEMENT, CLOROX PARENT MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT IMPLIED, RELATING TO THE PURCHASED ASSETS EQUITY INTERESTS, TRANSFERRED ASSETS, TRANSFERRED LIABILITIES, TRANSFERRING COMPANIES, TRANSFERRED COMPANIES, BUSINESS OR ANY OTHER MATTER MATTER, INCLUDING ANY REPRESENTATION OR THING REGARDING WARRANTY AS TO WORKMANSHIP, PROFITABILITY, FUTURE PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE PURCHASED ASSETSACCURACY OR COMPLETENESS OF ANY INFORMATION, DOCUMENTS OR MATERIAL TRANSMITTED, PROVIDED OR MADE AVAILABLE TO PURCHASER OR ITS REPRESENTATIVES IN ANY PHYSICAL OR ONLINE “DATA ROOMS,” MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE CONTEMPLATED TRANSACTIONS, INCLUDING ANY PROJECTION, FORECAST OR OTHER FORWARD-LOOKING INFORMATION AND ANY INFORMATION CONTAINED IN ANY DESCRIPTIVE MEMORANDUM. BUYER ACKNOWLEDGES EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III, IN ANY CERTIFICATE DELIVERED BY CLOROX PARENT HEREUNDER OR ANY ANCILLARY AGREEMENT, ALL OF SUCH ADDITIONAL REPRESENTATIONS AND AGREES WARRANTIES ARE HEREBY DISCLAIMED, AND CLOROX PARENT EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATING TO OR RESULTING FROM THE USE OF ANY INFORMATION, DOCUMENTS OR MATERIAL DESCRIBED IN THE PREVIOUS SENTENCE, INCLUDING ANY MARKET ANALYSIS AND FINANCIAL PROJECTIONS THAT UPON CLOSING SELLERS SHALL SELL MAY BE CONTAINED THEREIN, OR FOR ANY ERRORS THEREIN OR OMISSIONS THEREFROM. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III, IN ANY CERTIFICATE DELIVERED BY CLOROX PARENT HEREUNDER OR ANY ANCILLARY AGREEMENT, THE PURCHASE AND CONVEY TO BUYER AND BUYER SHALL ACCEPT SALE OF THE PURCHASED ASSETS BUSINESS IS BEING MADE ON AN “AS IS, WHERE IS, ” BASIS AND WITHOUT RECOURSE TO CLOROX PARENT OR ANY OF ITS SUBSIDIARIES OR REPRESENTATIVES WITH ALL FAULTS”, EXCEPT RESPECT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS REPRESENTATION OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE SUPPLY AGREEMENT, ALL INFORMATION, DATA AND INTELLECTUAL PROPERTY RIGHTS AND ALL LICENSED COMPOUNDS PROVIDED HEREUNDER ARE PROVIDED AS-IS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE SUPPLY AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY WITH REGARD TO ANY PATENTS, KNOW-HOW, INTELLECTUAL PROPERTY RIGHTS, DATA, LICENSED COMPOUNDS OR LICENSED PRODUCT, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR AGREEMENT OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SUPPLY AGREEMENT EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE SUPPLY AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE SUPPLY AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULEEACH PARTY DISCLAIMS, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYAND WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY DATA, LICENSED COMPOUNDS OR LICENSED PRODUCT OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR THE SUPPLY AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY WITH RESPECT TO THE APPROPRIATENESS OF ANY STUDY DESIGN OR ANY REGULATORY LABEL, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND ANY PARTICULAR PURPOSE AS TO ANY PORTION IMPLIED WARRANTY OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTNON INFRINGEMENT.

Disclaimer. IT THE LICENSOR IS UNDERSTOODIN THE BUSINESS OF FACILITATING A SERVICE BETWEEN CONTENT USERS SUCH AS THE LICENSEE AND CONTENT SUPPLIERS. ALL CONTENT DETAILS INCLUDING BUT NOT LIMITED TO CONTENT KEYWORDS, ACKNOWLEDGED CATEGORIZATION, CONTENT DESCRIPTIONS, AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS MODEL RELEASE INFORMATION ARE DIRECTLY PROVIDED BY THE RESPECTIVE SUPPLIER. THEREFORE THE LICENSOR DOES NOT WARRANT THE ACCURACY OF ANY KIND OR CHARACTER INFORMATION PROVIDED IN CONNECTION WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETSCONTENT. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “CONTENT IS PROVIDED "AS IS, WHERE IS, " WITHOUT REPRESENTATION AND “WITH ALL FAULTS”, EXCEPT TO . THE EXTENT LICENSOR DOES NOT WARRANT THAT THE CONTENT IS ERROR FREE OR THAT CONTENT USAGE IS UNINTERRUPTED. LICENSOR EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR DISCLAIMS ALL WARRANTIES OR BOUND BY, CONDITIONS OF ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYKIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR LOSS, COST, EXPENSE, OR DAMAGE TO LICENSEE IN AN AMOUNT EXCEEDING THE FEES ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT. LICENSOR HAS NO OBLIGATIONS LICENSOR HAS NOT EXPRESSLY ACCEPTED HEREIN. LICENSOR SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY PARTICULAR PURPOSE AS TO KIND WHATSOEVER RESULTING FROM ANY PORTION BREACH OF THIS AGREEMENT OR OTHERWISE ARISING OUT OF OR RELATING TO, THIS AGREEMENT OR THE SUPPORT, OR THE SERVICES, OR FOR ITS NEGLIGENCE OR GROSS NEGLIGENCE, OR FOR ANY CLAIM MADE AGAINST LICENSEE BY ANY OTHER PARTY EVEN IF LICENSOR HAS BEEN ADVISED OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, CLAIM OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTPOTENTIAL CLAIM.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED EXCEPT FOR THE REPRESENTATIONS AND AGREED THAT, EXCEPT AS WARRANTIES SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO IN THIS yARTICLE 4, THE PURCHASED INCLUDED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES ARE BEING SOLD AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “TRANSFERRED "AS IS, WHERE IS," AND ACCORDINGLY SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE INCLUDED ASSETS, INCLUDING, IN PARTICULAR, ANY WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR AS TO THE CONDITION OF THE INCLUDED ASSETS, OR ANY PART THEREOF, ALL FAULTS”OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS yARTICLE 4, SELLER FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS MATERIALS OR LIABILITY ARISING UNDER ENVIRONMENTAL LAWS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT TO THE EXTENT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE NOVARTIS DISCLOSURE SCHEDULE, CONDITION OF THE TRANSACTION DOCUMENTS INCLUDED ASSETS OR THE SUITABILITY OF THE FACILITIES FOR OPERATION AND NO OTHER MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATION MADE BY SELLER OR ANY ANCILLARY AGREEMENT. WITHOUT IN OFFICER, EMPLOYEE, CONSULTANT OR AGENT THEREOF, OR ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS BROKER OR INVESTMENT BANKER WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION THE TITLE, CONDITION, VALUE OR QUALITY OF THE PURCHASED ASSETSINCLUDED ASSETS OR ANY PART THEREOF. BUYER REPRESENTS THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES HERETO AFTER DUE CONSIDERATION AND ARE INTENDED TO NOVARTIS THAT BUYER HAS CONDUCTEDBE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY IMPLIED OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOSTATUTORY, OTHER THAN SUCH REPRESENTATIONS, THOSE REPRESENTATIONS AND WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN ARTICLES 4 AND 5 OF THIS AGREEMENT.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED MEMBER REWARDS TRAVEL AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT MEMBER REWARDS CATALOG ARE BEING PROVIDED TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS YOU “AS IS, WHERE IS, ” WITH ALL FAULTS”, EXCEPT NO WARRANTIES OR GUARANTEES. TO THE MAXIMUM EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED PERMITTED BY LAW, WINGS AND WILL NOT RELY ON, ENGAGE DISCLAIM ALL REPRESENTATIONS AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO MEMBER REWARDS TRAVEL OR MEMBER REWARDS CATALOG, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AS PURPOSE, NONINFRINGMENT, AND IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. NEITHER WINGS NOR ENGAGE WARRANTS, GUARANTEES, OR MAKES ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS OR PROMOTIONS FOR, ANY MERCHANDISE, PRODUCTS, OR SERVICES OFFERED OR PROVIDED BY RETAILERS IN CONJUNCTION WITH MEMBER REWARDS TRAVEL AND/OR MEMBER REWARDS CATALOG. IN ADDITION, ALTHOUGH WINGS AND ENGAGE INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE SITE, NEITHER WINGS NOR ENGAGE WARRANTS, GUARANTEES OR MAKES ANY PORTION REPRESENTATIONS THAT THE SITE IS OR WILL BE FREE OF SUCH DESTRUCTIVE MATERIALS. IN ADDITION, NEITHER WINGS NOR ENGAGE WARRANTS OR REPRESENTS THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND NEITHER WINGS NOR ENGAGE ASSUMES ANY RESPONSIBILITY FOR ANY DAMAGE CAUSED BY YOUR ACCESS, OR INABILITY TO ACCESS, THE SITE, INCLUDING, BUT NOT LIMITED TO, YOUR INABILITY TO UTILIZE YOUR POINTS TO PURCHASE MERCHANDISE THROUGH MEMBER REWARDS TRAVEL OR MEMBER REWARDS CATALOG. IN NO EVENT WILL ANY OTHER PERSON OR ENTITY BE LIABLE TO YOU FOR ANY NON-PERFORMANCE OF WINGS’ OR ENGAGE’S OBLIGATIONS. IN NO EVENT SHALL WINGS OR ENGAGE BE LIABLE TO YOU FOR, AND YOU HEREBY WAIVE ANY CLAIMS AGAINST WINGS AND ENGAGE FOR, ANY DAMAGES WHATSOEVER (INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING IN CONNECTION WITH MEMBER REWARDS TRAVEL OR MEMBER REWARDS CATALOG OR YOUR USE OR INABILITY TO USE THE SITE OR MEMBER REWARDS TRAVEL OR MEMBER REWARDS CATALOG, OR THE PURCHASE OR USE OF ANY MERCHANDISE, PRODUCTS, OR SERVICES PROVIDED BY RETAILERS, EVEN IF WINGS OR ENGAGE AND/OR THEIR RESPECTIVE REPRESENTATIVES ARE ADVISED OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDPOSSIBILITY OF SUCH DAMAGES, CLAIMS, OR WILL CONDUCT PRIOR LOSSES. YOU AGREE TO CLOSINGINDEMNIFY AND HOLD HARMLESS WINGS AND ENGAGE, SUCH INVESTIGATIONS AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS AND EMPLOYEES, FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY’S FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR ACCESS TO AND USE OF MEMBER REWARDS TRAVEL AND/OR MEMBER REWARDS CATALOG, YOUR VIOLATION OF THESE TERMS AND CONDITIONS OR ENGAGE’S PRIVACY POLICY, OR THE PURCHASED ASSETS INFRINGEMENT BY YOU, OR ANY OTHER USER OF MEMBER REWARDS TRAVEL OR MEMBER REWARDS CATALOG USING YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, OR AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON A RESULT OF ANY INFORMATION PROVIDED BY THREATENING, LIBELOUS, OBSCENE, HARASSING OR ON BEHALF OFFENSIVE MATERIAL CONTAINED IN ANY OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOYOUR COMMUNICATIONS. Neither Wings nor Engage shall be liable for damages for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, OTHER THAN SUCH REPRESENTATIONSbut not limited to, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTweather conditions, acts of God, force majeure, strikes, civil commotions, embargoes, and wars or other hostilities, whether actual, threatened or reported, and/or any other cause beyond the reasonable control of Wings and/or Engage. We reserve the right to change any terms and conditions on this Program at any time, in whole or in part, with or without prior notice. Notice of Program changes may be provided through one or many of the following channels: CU Online, xxxxxxx.xxx/xxxxxxxxxxxxx, Wings Mobile App, or sent electronically to your email on file. An updated copy of this agreement will be available at xxxxxxx.xxx/ forms-disclosures. Use of the Program and access of the Site will constitute your acceptance of any such amendment, modification or supplementation. You understand that Wings may at any time amend, modify or supplement this Agreement and/or the terms and conditions applicable to Merchandise purchases, and your continued use of the Program and access of the Site will constitute your acceptance of any such amendment, modification or supplementation. At our discretion, we may change account eligibility, the number of Points earned for purchases, the eligibility of purchases, rewards offered, or any other Program term. These terms and conditions are located at wingscu. com/forms-disclosures. It is your responsibility to check this page regularly for any changes that we may make to this Agreement. For Frequently Asked Questions (FAQs), visit xxxxxxx.xxx/xxxxxxxxxxxxx. You may also contact Member Rewards Service at xxxxxxxxxxxx@xxxxxxxxxxxx.xxx.

Disclaimer. IT IS UNDERSTOODBuyer acknowledges that it has examined the Terminals, ACKNOWLEDGED AND AGREED THAT, independently and personally. EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO OTHERWISE PROVIDED IN THIS AGREEMENT, THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. TERMINALS SHALL BE SOLD BY SELLER AND ACCEPTED BY BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “"AS IS, WHERE IS," WITH ALL FAULTS KNOWN AND UNKNOWN, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, NO REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYWARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, DESIGN, OPERATION, CAPACITY OR OTHERWISE. NOTWITHSTANDING ANY PARTICULAR PURPOSE AS PROVISION OF THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT OR RELATED TO ANY PORTION BUYER'S INTENDED OR ACTUAL USE OF THE PURCHASED ASSETSTERMINALS AFTER CLOSING. IN ADDITION, AND NOT BY WAY OF LIMITATION, SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY OR COMPLETENESS OF ANY OPERATING MANUALS COVEYED AS PART OF THE TERMINALS' BOOKS AND RECORDS. BUYER'S SUBSEQUENT USE OF SUCH MANUALS WILL BE AT BUYER'S OWN RISK AND BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDRELEASES SELLER FROM ANY LOSS, LIABILITY, OR WILL CONDUCT PRIOR DAMAGE ARISING FROM, ASSOCIATED WITH, OR RELATED TO CLOSINGBUYER'S USE OF SUCH MANUALS. Within ninety (90) days after Closing, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS Buyer shall convert the Terminal's OPA 90 Plan, Marine Operator Manual, and SPCC Plan to its company name, and shall make any operational changes to such plans as Buyer in its discretion deems necessary or desirable. Seller will not be responsible for cleaning tanks or removing tank bottoms, including water, sludge, and sediment for tanks that are in service or idle as of the Closing Date, or prior to or after the Closing Date. At Closing, Seller shall execute a xxxx of sale in favor of Buyer, in substantially the form set forth on Exhibit I conveying any improvements, fixtures, equipment and personal property included in the Terminals, which xxxx of sale shall contain special warranties of title and the "AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOIS, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTWHERE IS" provision contained in this Section 2.3.

Disclaimer. IT IS UNDERSTOODTHE PLATFORM AND THE ENTRYONE SERVICES ARE PROVIDED ON AN "AS IS", ACKNOWLEDGED "AS AVAILABLE" AND AGREED THAT"WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS NEITHER ENTRYONE, NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, ASSIGNS, AFFILIATES, OR IMPLIED AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS ENDORSEMENTS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYWHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY ENTRYONE SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF MERCHANTABILITY INFORMATION TO ENTRYONE, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. ENTRYONE DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. ENTRYONE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. ENTRYONE DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR PURPOSE AS TO JURISDICTION, AND ENTRYONE SPECIFICALLY DISCLAIMS ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTWARRANTIES.

Disclaimer. IT IS UNDERSTOODTHE PLATFORM AND THE BLUETOOTHKEY SERVICES ARE PROVIDED ON AN "AS IS", ACKNOWLEDGED "AS AVAILABLE" AND AGREED THAT"WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS NEITHER BLUETOOTHKEY, NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, ASSIGNS, AFFILIATES, OR IMPLIED AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR REPRESENTATIONS ENDORSEMENTS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYWHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY BLUETOOTHKEY SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF MERCHANTABILITY INFORMATION TO BLUETOOTHKEY, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. BLUETOOTHKEY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. BLUETOOTHKEY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. BLUETOOTHKEY DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR PURPOSE AS TO JURISDICTION, AND BLUETOOTHKEY SPECIFICALLY DISCLAIMS ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTWARRANTIES.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED THE SERVICE AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHERE ISAND REDWOOD DOES NOT REPRESENT OR WARRANT THAT THEY: (A) WILL BE PROVIDED ERROR-FREE, WITH ALL FAULTS”UNINTERRUPTED, EXCEPT TO SECURE, OR VIRUS-FREE; (B) THAT THEY WILL MEET USER’S SPECIFIC NEEDS; OR (C) THAT THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND SERVICE WILL NOT RELY REMAIN COMPATIBLE WITH, OR OPERATE WITHOUT INTERRUPTION ON, ANY EQUIPMENT PROVIDED BY OR USED BY USER. REDWOOD MAKES NO REPRESENTATIONS WHATSOEVER THAT USER OR REDWOOD WILL ACTUALLY ENTER INTO ANY TRANSACTION, OR WILL PERFORM ANY TRANSACTION. REDWOOD EXPRESSLY DISCLAIMS ANY AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED ALL WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR ANY PARTICULAR PURPOSE AS IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) REDWOOD MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY PORTION THIRD PARTY COMPONENTS OF THE PURCHASED ASSETSSERVICE OR THE CONTENT; AND (B) USER ASSUMES ALL RISKS ASSOCIATED WITH ITS USE AND ACCESS TO THE SERVICE. BUYER REPRESENTS TO NOVARTIS THE EXTENT REDWOOD MAY NOT AS A MATTER OF LAW DISCLAIM ANY WARRANTY, THE PARTIES AGREE THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, THE SCOPE AND DURATION OF ANY SUCH INVESTIGATIONS OF WARRANTY SHALL BE THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTMINIMUM PERMITTED UNDER APPLICABLE LAW.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS OTHERWISE SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS HEREIN, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR IMPLIED WARRANTIES OR REPRESENTATIONS GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETSPROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN. BUYER XXXXX FURTHER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT ALL ASPECTS OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, ALL PHYSICAL AND CONVEY FINANCIAL ASPECTS OF THE PROPERTY, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BUYER AND BUYER SHALL ACCEPT BE PROVIDED BY SELLER. THE PURCHASED ASSETS SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS, WHERE IS, ” CONDITION AND BASIS WITH ALL FAULTS”FAULTS AND DEFECTS, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENTWHETHER LATENT OR PATENT. BUYER HAS NOT RELIED ACKNOWLEDGES THAT RIVERSOUTH HOLDINGS LLC AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO ITS PREDECESSORS-IN-INTEREST AS LESSEE UNDER THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR LEASE HAVE BEEN IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION EXCLUSIVE POSSESSION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS PROPERTY SINCE INCEPTION OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTLEASE.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, PURCHASER ACKNOWLEDGES THAT (A) EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS ARTICLE V OR IN ANY ANCILLARY AGREEMENT. WITHOUT IN , NEITHER SELLER NOR ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE PRODUCT, THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES, THE MANUFACTURE, DISTRIBUTION, MARKETING OR SALE OF THE PRODUCT BY SELLER AND ITS AFFILIATES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER OR ITS AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE PRODUCT, THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES, AND (B) PURCHASER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM SELLER OR ANY OTHER PERSON WITH RESPECT TO THE PRODUCT, THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER OR ITS AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE PRODUCT, THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V AND IN THE ANCILLARY AGREEMENTS, AND PURCHASER ACKNOWLEDGES THAT NONE OF SELLER OR ANY OTHER PERSON SHALL HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF, ANY SUCH INFORMATION, OR OF ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN CERTAIN VIRTUAL OR PHYSICAL “DATA ROOMS”, VISITS TO PHYSICAL PREMISES INCLUDING THOSE OF THIRD PARTY MANUFACTURERS, OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. PURCHASER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR IN ANY OTHER ANCILLARY AGREEMENT, PURCHASER SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND PURCHASER SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN PURCHASER GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY PORTION LIENS, THAT ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED AND THAT ANY REQUIREMENTS OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, APPLICABLE LAWS OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND JUDGMENTS ARE NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTCOMPLIED WITH.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN NOVARTIS IN THIS AGREEMENT, THOMSON MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT IMPLIED, RELATING TO THE PURCHASED ASSETS EQUITY INTERESTS, THE TRANSFERRED ASSETS, THE TRANSFERRED LIABILITIES, THE TRANSFERRED OPERATIONS, THE THOMSON ACCESSORIES ENTITIES, THE BUSINESS OR ANY OTHER MATTER MATTER, INCLUDING ANY REPRESENTATION OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY WARRANTY AS TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “WORKMANSHIP, PROFITABILITY, FUTURE PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY ACCURACY OR COMPLETENESS OF ANY INFORMATION, DOCUMENTS OR MATERIAL TRANSMITTED, PROVIDED OTHERWISE OR MADE AVAILABLE TO PURCHASER OR ITS REPRESENTATIVES IN THIS AGREEMENTANY PHYSICAL OR ONLINE "DATA ROOMS", MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE CONTEMPLATED TRANSACTIONS, INCLUDING ANY PROJECTION, FORECAST OR OTHER FORWARD-LOOKING INFORMATION AND ANY INFORMATION CONTAINED IN ANY DESCRIPTIVE MEMORANDUM. BUYER HAS NOT RELIED ALL OF SUCH ADDITIONAL REPRESENTATIONS AND WILL NOT RELY ONWARRANTIES ARE HEREBY DISCLAIMED, AND NOVARTIS IS NOT LIABLE THOMSON EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATING TO OR RESULTING FROM THE USE OF ANY INFORMATION, DOCUMENTS OR MATERIAL DESCRIBED IN THE PREVIOUS SENTENCE, INCLUDING ANY MARKET ANALYSIS AND FINANCIAL PROJECTIONS THAT MAY BE CONTAINED THEREIN, OR FOR ANY ERRORS THEREIN OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY OMISSIONS THEREFROM. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULEPURCHASE AND SALE OF THE BUSINESS IS BEING MADE ON AN "AS IS, THE TRANSACTION DOCUMENTS WHERE IS" BASIS AND WITHOUT RECOURSE TO THOMSON OR ANY ANCILLARY AGREEMENT. WITHOUT IN OF ITS SUBSIDIARIES OR REPRESENTATIVES WITH RESPECT TO ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY IMPLIED REPRESENTATION OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTWARRANTY.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT NOTWITHSTANDING ANYTHING TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS ISCONTRARY CONTAINED HEREIN, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS NO WARRANTY IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS BEING MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH LICENSOR IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULEWHETHER EXPRESS, THE TRANSACTION DOCUMENTS IMPLIED OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOINGSTATUTORY, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYWITH RESPECT TO LICENSOR’S RIGHTS, EXPRESS TITLE TO, OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OWNERSHIP OF THE PURCHASED ASSETSSUBJECT MARKS. BUYER REPRESENTS IN ADDITION, EXCEPT AS AND TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXTENT EXPRESSLY SET FORTH IN THIS PARAGRAPH OR IN THE SPA OR ANY OTHER TRANSACTION DOCUMENT, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO LICENSEE WITH RESPECT TO THE SUBJECT MARKS. LICENSEE ACKNOWLEDGES THAT ITS ACCEPTANCE OF THIS AGREEMENT EVIDENCES THAT IT HAS MADE, OR HAS HAD THE OPPORTUNITY TO MAKE, ITS OWN INDEPENDENT INVESTIGATION, ANALYSIS AND EVALUATION OF (I) THE SUBJECT MARKS AND (II) RIGHTS IN AND TITLE TO THE SUBJECT MARKS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY LICENSEE THAT, WITHOUT LIMITING LICENSEE’S RIGHTS OR REMEDIES PURSUANT TO THIS AGREEMENT, THE SPA, OR ANY OTHER TRANSACTION DOCUMENT, GRANTEE SHALL BE DEEMED TO BE OBTAINING THE RIGHTS TO USE THE SUBJECT MARKS, “AS IS” WITH ALL FAULTS OR DEFECTS. LICENSOR AND LICENSEE AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS CONTAINED IN THIS PARAGRAPH ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSE OF ANY APPLICABLE LAW.

Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IT IS UNDERSTOOD, ACKNOWLEDGED EXPRESSLY UNDERSTOOD AND AGREED THATTHAT PURCHASER IS PURCHASING THE PROPERTY “AS IS,” “WHERE IS” AND WITH ALL FAULTS AND DEFECTS, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES LATENT OR OTHERWISE, AND THAT SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS HABITABILITY, MERCHANTABILITY OR FITNESS, USAGE, SUFFICIENCY, OR SUITABILITY FOR ANY PARTICULAR PURPOSE, OR ANY OTHER MATTER TITLE, CONDITION OR THING REGARDING VALUE THEREOF EXCEPT FOR THE PURCHASED ASSETS. BUYER ACKNOWLEDGES REPRESENTATIONS AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY WARRANTIES SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS EXECUTED OR DELIVERED IN CONNECTION HEREWITH. ANY ANCILLARY AGREEMENTSUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND VOID. WITHOUT NO REPRESENTATIONS, WARRANTIES, OR INFORMATION MADE BY ANY PERSONS, INCLUDING ANY REPRESENTATIVE OF SELLER, AND ANY HOTEL AND PROPERTY INFORMATION OR MATERIAL CONTAINED IN ANY WAY LIMITING THE FOREGOINGINFORMATION MEMORANDUM, NOVARTIS HEREBY DISCLAIMS CIRCULAR, PACKAGE, OR REQUESTS FOR EXPRESSIONS OF INTEREST, WILL CAUSE OR CREATE ANY WARRANTY, EXPRESS OR IMPLIED. THE PROVISIONS OF THIS SECTION 11.7 HAVE BEEN NEGOTIATED BY THE PARTIES AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY OTHER REPRESENTATIONS OR WARRANTIES, OF MERCHANTABILITY WHETHER EXPRESS, IMPLIED, OR FITNESS FOR STATUTORY. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT DISCLAIMERS IN THIS SECTION 11.7 ARE “CONSPICUOUS DISCLAIMERS,” AND ANY PARTICULAR PURPOSE AS TO ANY PORTION COVENANTS IMPLIED BY LAW, INCLUDING COVENANTS IMPLIED BY THE USE OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY WORDS “SELL,” “GRANT,” “CONVEY,” “ASSIGN,” “TRANSFER,” AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS “DELIVER” ARE EXPRESSLY SET FORTH IN THIS AGREEMENTDISCLAIMED, WAIVED AND NEGATED.

Disclaimer. IT THE SOFTWARE, AND THE INFORMATION AND DATA THAT MAY BE OBTAINED BY USING THE SOFTWARE (COLLECTIVELY, THE “DATA”), IS UNDERSTOODMADE AVAILABLE AND PROVIDED TO YOU ON AN “AS IS”, ACKNOWLEDGED “WHERE IS”, AND AGREED THAT“WITH ALL FAULTS” BASIS, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS WITHOUT ANY WARRANTY OR IMPLIED WARRANTIES OR REPRESENTATIONS REPRESENTATION OF ANY KIND KIND. ANY SUGGESTIONS AND RECOMMENDATIONS THE COMPANY PROVIDES TO YOU ARE GENERAL GUIDELINES AND ARE HEREBY DISCLAIMED BY THE COMPANY. THE COMPANY IS NOT RESPONSIBLE OR CHARACTER LIABLE FOR ANY SUCH SUGGESTIONS AND RECOMMENDATIONS AND YOU ARE RESPONSIBLE FOR USING/ADJUSTING THE SOFTWARE FEATURES TO MEET YOUR INDIVIDUAL NEEDS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES WITH RESPECT TO THE PURCHASED ASSETS SOFTWARE AND DATA, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED BY THE COMPANY AND ITS AGENTS, REPRESENTATIVES, DISTRIBUTORS, AND SUPPLIERS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, TIMELINESS, FITNESS FOR A PARTICULAR PURPOSE, AND HIDDEN OR LATENT DEFECTS. NO DEALER, RESELLER, AGENT, OR REPRESENTATIVE OF THE COMPANY IS AUTHORIZED TO MAKE ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES REPRESENTATIONS, WARRANTIES, CONDITIONS, AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT GUARANTEES IN CONTRADICTION TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY DISCLAIMERS SET FORTH IN THIS AGREEMENTPARAGRAPH. YOU HEREBY ACKNOWLEDGE THAT YOU ARE NOT RELYING UPON ANY SUCH REPRESENTATIONS, THE NOVARTIS DISCLOSURE SCHEDULEWARRANTIES, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENTCONDITIONS, AND GUARANTEES AND HEREBY RELEASE AND WAIVE ALL RIGHTS TO SUCH REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, NOVARTIS THE COMPANY DOES NOT WARRANT, AND HEREBY DISCLAIMS ANY WARRANTYALL WARRANTIES, EXPRESS THAT THE SOFTWARE AND DATA WILL MEET YOUR REQUIREMENTS, THAT THE SOFTWARE AND DATA WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS, OR IMPLIEDDATA, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION THAT THE OPERATION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDSOFTWARE AND TRANSMISSION OF THE DATA WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS WILL CONDUCT PRIOR BE CORRECTED. THE COMPANY IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF YOUR COMPUTER HARDWARE, NETWORK, VOICE, FAX BOARDS, OR OPERATING SYSTEMS. THE COMPANY RESERVES THE RIGHT TO CLOSING, SUCH INVESTIGATIONS MAKE CHANGES TO THE SPECIFICATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON SOFTWARE WITHOUT OBLIGATION TO NOTIFY YOU OR ANY INFORMATION PROVIDED BY PERSON OR ON BEHALF ORGANIZATION OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTCHANGES.

Disclaimer. IT IS UNDERSTOODBuyer acknowledges that it has examined the Terminals, ACKNOWLEDGED AND AGREED THAT, independently and personally. EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO OTHERWISE PROVIDED IN THIS AGREEMENT, THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. TERMINALS SHALL BE SOLD BY SELLER AND ACCEPTED BY BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS,” WITH ALL FAULTS KNOWN AND UNKNOWN, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, NO REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYWARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, DESIGN, OPERATION, CAPACITY OR OTHERWISE. NOTWITHSTANDING ANY PARTICULAR PURPOSE AS PROVISION OF THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT OR RELATED TO ANY PORTION BUYER’S INTENDED OR ACTUAL USE OF THE PURCHASED ASSETSTERMINALS AFTER CLOSING. IN ADDITION, AND NOT BY WAY OF LIMITATION, SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY OR COMPLETENESS OF ANY OPERATING MANUALS COVEYED AS PART OF THE TERMINALS’ BOOKS AND RECORDS. BUYER’S SUBSEQUENT USE OF SUCH MANUALS WILL BE AT BUYER’S OWN RISK AND BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDRELEASES SELLER FROM ANY LOSS, LIABILITY, OR WILL CONDUCT PRIOR DAMAGE ARISING FROM, ASSOCIATED WITH, OR RELATED TO CLOSINGBUYER’S USE OF SUCH MANUALS. Within ninety (90) days after Closing, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS Buyer shall convert the Terminal’s OPA 90 Plan, Marine Operator Manual, and SPCC Plan to its company name, and shall make any operational changes to such plans as Buyer in its discretion deems necessary or desirable. Seller will not be responsible for cleaning tanks or removing tank bottoms, including water, sludge, and sediment for tanks that are in service or idle as of the Closing Date, or prior to or after the Closing Date. At Closing, Seller shall execute a xxxx of sale in favor of Buyer, in substantially the form set forth on Exhibit I conveying any improvements, fixtures, equipment and personal property included in the Terminals, which xxxx of sale shall contain special warranties of title and the “AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOIS, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTWHERE IS” provision contained in this Section 2.3.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THESE TERMS, ALL INFORMATION, CONTENT, OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT SERVICES PROVIDED BY XXXX & XXXXXX TO YOU VIA THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS, ” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. XXXX & XXXXXX AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WITH ALL FAULTS”WHETHER EXPRESS, EXCEPT IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE EXTENT EXPRESSLY PROVIDED CONTRARY, XXXX & XXXXXX AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE WEBSITE OR ANY CONTENT POSTED ON OR OTHERWISE IN THIS AGREEMENTACCESSIBLE VIA THE WEBSITE. BUYER HAS NOT RELIED YOU SPECIFICALLY ACKNOWLEDGE THAT XXXX & XXXXXX AND WILL NOT RELY ON, AND NOVARTIS IS ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR BOUND BYUNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE WEBSITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER XXXX & XXXXXX NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE WEBSITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. XXXX & XXXXXX FURTHER MAKES NO WARRANTY THAT THE WEBSITE WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY EXPRESS OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT XXXX & XXXXXX, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE WEBSITE OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST XXXX & XXXXXX FOR DISSATISFACTION WITH THE WEBSITE OR THE CONTENT IS TO CEASE YOUR USE OF THE WEBSITE AND/OR THE CONTENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, GUARANTIESSO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, REPRESENTATIONS OR INFORMATION PERTAINING WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE PURCHASED ASSETS MADE OR FURNISHED GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTLAW.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, (A) EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONARTICLE III, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BYNONE OF THE SELLER, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLERSELLER PARENT, ITS AFFILIATES OR ANY AGENT REPRESENTING OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE DISTRIBUTION COMPANIES, THE ACQUIRED INTERESTS OR ANY OF THE ASSETS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE PURPOSE, (II) THE OPERATION OF THE BUSINESS BY THE PURCHASER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS USED AND OPERATED BY THE SELLER PARENT, SELLER AND THE DISTRIBUTION COMPANIES OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS AFTER THE CLOSING AND (B) NONE OF THE SELLER, SELLER PARENT, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY PORTION OF LIABILITY OR INDEMNIFICATION OBLIGATION TO THE PURCHASED ASSETS. BUYER REPRESENTS PURCHASER, THE PURCHASER SHAREHOLDER OR TO NOVARTIS THAT BUYER HAS CONDUCTEDANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR WILL CONDUCT PRIOR TO CLOSINGTHE PURCHASER’S OR PURCHASER SHAREHOLDER’S USE OF, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY RELATING TO THE BUSINESS, INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE PURCHASER OR PURCHASER SHAREHOLDER, WHETHER ORALLY OR IN WRITING, IN RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF NOVARTIS THE PURCHASER OR ITS AGENTS PURCHASER SHAREHOLDER OR EMPLOYEES WITH RESPECT THERETO, IN ANY OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS FORM IN EXPECTATION OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED. The Purchaser and Purchaser Shareholder hereby represent and warrant to the Seller and Seller Parent as follows:

Disclaimer. Buyer represents that it is knowledgeable and experienced in real property comparable to the Property and will have conducted such inspection and investigations of the Property as Buyer deems appropriate in order to purchase the Property on an AS IS, WHERE IS basis. Except as expressly set forth herein and in the deed or closing documents delivered at Closing, Buyer acknowledges that it is not relying in whole or in part upon any statement made or information or documentation provided by or any other warranty or representation, express or implied, of any kind, type, character, or nature whatsoever, made or furnished by Seller, its agents, employees, contractors, representatives, affiliates, shareholders, directors, officers or affiliates. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IT IS UNDERSTOOD, ACKNOWLEDGED UNDERSTOOD AND AGREED THATTHAT THE PROPERTY IS BEING SOLD AND CONVEYED HEREUNDER AND, UNLESS BUYER TERMINATES THIS AGREEMENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, BUYER ACCEPTS THE PROPERTY “AS IS”, “WHERE IS” AND “WITH ALL FAULTS ”, SUBJECT TO ANY CONDITION WHICH MAY EXIST, AND WITHOUT THE EXISTENCE OF AND RELIANCE ON ANY REPRESENTATION OR WARRANTY BY SELLER, EXCEPT AS FOR THE WARRANTY OF TITLE CONTAINED IN THE DEED, THE AGREEMENTS OF SELLER EXPRESSLY SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS AND THE AGREEMENTS OF SELLER SET FORTH IN ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETSDOCUMENTS DELIVERED AT CLOSING. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) BUYER HAS OR WILL HAVE THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY AND (B) BUYER IS RELYING SOLELY UPON CLOSING SELLERS SHALL SELL SUCH INSPECTIONS, EXAMINATION, AND CONVEY TO EVALUATION OF THE PROPERTY BY BUYER AND BUYER SHALL ACCEPT IN PURCHASING THE PURCHASED ASSETS PROPERTY ON AN “AS IS”, “WHERE IS, ” AND “WITH ALL FAULTS”” BASIS, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONWITHOUT REPRESENTATIONS, AND NOVARTIS IS NOT LIABLE FOR WARRANTIES OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYCOVENANTS, EXPRESS OR IMPLIED, OF MERCHANTABILITY ANY KIND OR FITNESS FOR ANY PARTICULAR PURPOSE NATURE, EXCEPT AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH HEREIN AND IN THE DEED OR CLOSING DOCUMENTS DELIVERED AT CLOSING. THE PROVISIONS OF THIS AGREEMENTSECTION SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: IT IS UNDERSTOOD, ACKNOWLEDGED UNDERSTOOD AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES THAT SELLERS MAKE NO EXPRESS 70 OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER CHARACTER, WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER PURCHASER AND BUYER PURCHASER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS SELLERS ARE NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS OR RELATING THERETO MADE OR FURNISHED BY SELLER, ITS AFFILIATES SELLERS OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLERSELLERS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, AGREEMENT OR THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS SELLERS HEREBY DISCLAIMS DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER PURCHASER REPRESENTS TO NOVARTIS SELLERS THAT BUYER PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS ASSETS, AS BUYER PURCHASER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS SELLERS OR ITS AGENTS THEIR REPRESENTATIVES OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS SELLERS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE DISCLOSURE SCHEDULE. UPON CLOSING AND SUBJECT TO ARTICLE X AND THE REPRESENTATIONS AND WARRANTIES OF SELLERS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND SUBJECT TO ARTICLE X, PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED AND RELEASED SELLERS (AND SELLERS’ OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES OF ANY AND EVERY KIND, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLERS (AND SELLERS’ OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS RELATING TO THE CONDITION OF THE ASSETS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE ASSETS EXCEPT FOR FRAUD, AND SPECIFICALLY EXCLUDING OBLIGATIONS OF SELLERS UNDER THIS AGREEMENT.

Disclaimer. IT THE PLATFORM IS UNDERSTOODPROVIDED ON AN "AS IS", ACKNOWLEDGED "AS AVAILABLE" AND AGREED THAT"WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS NEITHER DEALMTRX, NOR ANY OF OUR EMPLOYEES, DIRECTORS, OFFICERS, ASSIGNS, AFFILIATES, OR IMPLIED AGENTS MAKE ANY REPRESENTATIONS, WARRANTIES OR REPRESENTATIONS ENDORSEMENTS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYWHATSOEVER, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS INCLUDING BUT NOT LIMITED TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS RELATED TO: (1) THE PLATFORM; (2) ANY INFORMATION OR USER CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO DEALMTRX, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND COVENANTS FREEDOM FROM COMPUTER VIRUS. DEALMTRX DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM IS FREE FROM ANY HARMFUL COMPONENTS. DEALMTRX DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM ARE ACCURATE, COMPLETE, OR USEFUL. DEALMTRX DOES NOT WARRANT THAT USER’S USE OF NOVARTIS AS ARE EXPRESSLY SET FORTH THE PLATFORM IS LAWFUL IN THIS AGREEMENTANY PARTICULAR JURISDICTION, AND DEALMTRX SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES. DEALMTRX DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO USER’S USE OF THE DEALMTRX PLATFORM AND/OR ANY SERVICES. DEALMTRX DOES NOT CONTROL ANY THIRD PARTY LINKS, SERVICES, SOFTWARE AND INFORMATION ON THE PLATFORM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, DEALMTRX MAKES NO WARRANTIES REGARDING THIRD PARTY WEBSITE AND INFORMATION INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR USER’S USE OF OR RELIANCE ON SUCH THIRD PARTY WEBSITE.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE PURCHASED ASSETS CUBED MOBILE TRADEMARK, NAME OR ANY OF OUR OTHER MATTER OR THING REGARDING INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONLINKS, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BYTHE LICENSED MATERIALS (COLLECTIVELY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES “CUBED MOBILE IP”) (OR ANY AGENT REPRESENTING VARIATIONS OR PURPORTING MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO REPRESENT SELLERANY OF THE FOREGOING) WITHOUT CUBED MOBILE’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE CUBED MOBILE IP IN A DOMAIN OR WEBSITE NAME, TO WHOMEVER MADE IN ANY BIDS FOR KEYWORDS OR GIVENGOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), DIRECTLY IN ANY SEARCH ENGINE ADVERTISING (PAID OR INDIRECTLYOTHERWISE), ORALLY IN ANY METATAGS, GOOGLE ADS (OR IN WRITINGSIMILAR PROGRAMS AT OTHER SEARCH ENGINES), UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENTKEY WORDS, THE NOVARTIS DISCLOSURE SCHEDULEADVERTISING, THE TRANSACTION DOCUMENTS SEARCH TERMS, CODE, OR ANY ANCILLARY AGREEMENT. WITHOUT OTHERWISE; (iii) ACT IN ANY WAY LIMITING THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE FOREGOING, NOVARTIS HEREBY DISCLAIMS USE OF CUBED MOBILE IP ON THE INTERNET OR IN ANY WARRANTY, EXPRESS OR IMPLIED, SEARCH ENGINE ADVERTISING. YOUR USE OF MERCHANTABILITY OR FITNESS FOR CUBED MOBILE IP IN ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOMANNER, OTHER THAN SUCH REPRESENTATIONSAS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF CUBED MOBILE’S INTELLECTUAL PROPERTY RIGHTS, WARRANTIES AND COVENANTS MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY CUBED MOBILE’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH CUBED MOBILE SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTCUBED MOBILE’S INTELLECTUAL PROPERTY RIGHTS.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS IN THIS ARTICLE 3 OR IMPLIED WARRANTIES OR REPRESENTATIONS OF IN ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. ANCILLARY AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT IS ACQUIRING THE PURCHASED ASSETS “AS IS, WHERE IS, ” AND “WITH ALL FAULTS”” AND NEITHER SELLER NOR RPC HAS MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY NATURE, EXCEPT INCLUDING REPRESENTATIONS OR WARRANTIES AS TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONPURCHASED ASSETS (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), OR ANY REPRESENTATION OR WARRANTY AS TO THE VALUE, CONDITION, NATURE, CAPABILITY, INCLUDING ELECTRICAL OUTPUT OR STEAM OUTPUT CAPABILITY, OF ANY PURCHASED ASSET, AND NOVARTIS BUYER BY THIS AGREEMENT EXPRESSLY ACKNOWLEDGES THAT NO SUCH OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY SELLER OR RPC OR RELIED UPON BY BUYER. NEITHER SELLING PARTY IS NOT LIABLE FOR OR BOUND BY, IN ANY EXPRESS MANNER BY ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, PROMISES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR IN ANY ANCILLARY AGREEMENT MADE OR FURNISHED BY SELLERANY AGENT, ITS AFFILIATES EMPLOYEE, SERVANT OR ANY AGENT OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITINGEITHER SELLING PARTY, UNLESS THE WARRANTIES, GUARANTIES, PROMISES, STATEMENTS, REPRESENTATIONS OR INFORMATION ARE EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS ARTICLE 3 OR IN ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO IN THIS ARTICLE III, THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING PURCHASER IS ACQUIRING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED TRANSFERRED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT ” AND THE SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY NATURE AS TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN TRANSFERRED ASSETS (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS AGREEMENTDOCUMENT. BUYER PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS NOT RELIED BEEN FILED SEPARATELY WITH THE SECURITIES AND WILL NOT RELY ONEXCHANGE COMMISSION. PARTICULAR PURPOSE OR ANY REPRESENTATION OR WARRANTY AS TO THE VALUE, CONDITION, NATURE, OR CAPABILITY OF ANY TRANSFERRED ASSET), AND NOVARTIS THE PURCHASER BY THIS AGREEMENT EXPRESSLY ACKNOWLEDGES THAT NO SUCH OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY THE SELLER OR RELIED UPON BY THE PURCHASER. THE SELLER IS NOT LIABLE FOR OR BOUND BY, IN ANY EXPRESS MANNER BY ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, PROMISES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED TRANSFERRED ASSETS MADE OR FURNISHED BY SELLERANY AGENT, ITS AFFILIATES EMPLOYEE, SERVANT OR ANY AGENT OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT THE SELLER, TO WHOMEVER MADE UNLESS THE WARRANTIES, GUARANTIES, PROMISES, STATEMENTS, REPRESENTATIONS OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS INFORMATION ARE EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE III.

Disclaimer. IT IS UNDERSTOODBuyer acknowledges that it has examined the Terminal, ACKNOWLEDGED AND AGREED THAT, independently and personally. EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO OTHERWISE PROVIDED IN THIS AGREEMENT, THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. TERMINAL SHALL BE SOLD BY SELLER AND ACCEPTED BY BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS,” WITH ALL FAULTS KNOWN AND UNKNOWN, WITH ALL FAULTS”NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES(OTHER THAN AS EXPRESSLY CONTAINED HEREIN), GUARANTIESOF MERCHANTABILITY, REPRESENTATIONS FITNESS FOR A PARTICULAR PURPOSE, CONDITION, DESIGN, OPERATION, CAPACITY OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR OTHERWISE. NOTWITHSTANDING ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN PROVISION OF THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS SELLER MAKES NO REPRESENTATIONS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS WARRANTIES WITH RESPECT OR IMPLIED, OF MERCHANTABILITY RELATED TO BUYER’S INTENDED OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION ACTUAL USE OF THE PURCHASED ASSETSTERMINAL AFTER CLOSING. IN ADDITION, AND NOT BY WAY OF LIMITATION, SELLER MAKES NO REPRESENTATION OR WARRANTY (OTHER THAN AS EXPRESSLY CONTAINED HEREIN), WITH RESPECT TO THE QUALITY, ACCURACY OR COMPLETENESS OF ANY OPERATING MANUALS CONVEYED AS PART OF THE TERMINAL’S BOOKS AND RECORDS. BUYER’S SUBSEQUENT -11- TERMINAL SALE AND PURCHASE AGREEMENT (XXXXXX (WEST)) EXECUTION VERSION USE OF SUCH MANUALS WILL BE AT BUYER’S OWN RISK AND BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDRELEASES SELLER FROM ANY LOSS, LIABILITY, OR WILL CONDUCT PRIOR DAMAGE ARISING FROM, ASSOCIATED WITH, OR RELATED TO CLOSINGBUYER’S USE OF SUCH MANUALS. Within ninety (90) days after Closing, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS Buyer shall convert the Terminal’s OPA 90 Plan and SPCC Plan to its company name, and shall make any operational changes to such plans as Buyer in its discretion deems necessary or desirable. Seller will not be responsible for cleaning tanks or removing tank bottoms, including water, sludge, and sediment for tanks that are in service or idle as of the Closing Date, or prior to or after the Closing Date. At Closing, Seller shall execute a Xxxx of Sale in favor of Buyer, in substantially the form set forth in Exhibit I conveying any improvements, fixtures, equipment and personal property included in the Terminal, which Xxxx of Sale shall contain special warranties of title and the “AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOIS, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTWHERE IS” provision contained in this Section 2.3.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, (a) EXCEPT AS SET FORTH HEREIN NOVARTIS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE IV, NONE OF SELLER AND ITS OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKES NO OR HAS MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN RESPECT OF THE PURCHASED ASSETS, ASSUMED LIABILITIES, PRODUCTS OR THE BIOLOGICS SBU, INCLUDING ANY IMPLIED WARRANTIES REPRESENTATION OR REPRESENTATIONS OF ANY KIND OR CHARACTER WARRANTY WITH RESPECT TO (I) MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE OPERATION OF THE BIOLOGICS SBU BY BUYER AFTER THE CLOSING, (III) THE LIKELIHOOD OF SUCCESS OF ANY APPLICATION FOR MARKETING AUTHORIZATION RELATING TO ANY PRODUCT CURRENTLY IN DEVELOPMENT OR FOR WHICH MARKETING AUTHORIZATION HAS NOT YET BEEN GRANTED EITHER IN THE UNITED STATES OR IN ANY OTHER COUNTRY, OR (IV) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BIOLOGICS SBU AFTER THE CLOSING. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE IV, SELLER’S INTERESTS IN THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING AND THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT BIOLOGICS SBU ARE BEING TRANSFERRED, RESPECTIVELY, THROUGH THE SALE OF THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”,” AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, EXCEPT TO THE EXTENT SELLER EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE WARRANTIES OF ANY KIND OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYNATURE, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION THE CONDITION, VALUE OR QUALITY OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, ASSUMED LIABILITIES, PRODUCTS OR WILL CONDUCT PRIOR TO CLOSINGTHE BIOLOGICS SBU AND THE PROSPECTS (FINANCIAL OR OTHERWISE), SUCH INVESTIGATIONS RISKS AND OTHER INCIDENTS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY ASSETS, INVENTORY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTTHE BIOLOGICS SBU.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED PURCHASER AND AGREED THAT, SELLER AGREE THAT (A) EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS IN ARTICLE III, NONE OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER REPRESENTATIVES MAKE OR HAVE MADE ANY REPRESENTATION OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF AT LAW OR IN EQUITY, WITH RESPECT TO THE COMPANIES, THE SHARES, THE ASSETS OR THE BUSINESS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS PURPOSE, (II) THE OPERATION OF THE BUSINESS BY PURCHASER AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANIES OR THE BUSINESS AFTER THE CLOSING, AND (B) OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF SELLER SET FORTH IN ARTICLE IX, NONE OF SELLER, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY PORTION OF LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASER OR TO ANY OTHER PERSON RESULTING FROM THE PURCHASED ASSETS. BUYER REPRESENTS DISTRIBUTION TO NOVARTIS THAT BUYER HAS CONDUCTEDPURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR WILL CONDUCT PRIOR TO CLOSINGPURCHASER’S USE OF, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY RELATING TO THE COMPANIES, THE BUSINESS OR THE ASSETS, INCLUDING THE DESCRIPTIVE MEMORANDUM DATED JULY 2007 AND ANY INFORMATION, DOCUMENTS OR MATERIALS MADE AVAILABLE TO PURCHASER, WHETHER ORALLY OR IN WRITING, IN ANY “DATA ROOM” (INCLUDING ANY “VIRTUAL DATA ROOM”), MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF NOVARTIS PURCHASER OR ITS AGENTS OR EMPLOYEES IN ANY OTHER FORM IN CONNECTION WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. PURCHASER ACKNOWLEDGES AND AGREES THAT ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED BY SELLER.

Disclaimer. THE SERVICE IS PROVIDED TO YOU ON A “AS IS” AND “AS AVAILABLE” BASIS, AND AQUARIUS DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS OR THAT IT WILL BE PROVIDED ERROR FREE, WITHOUT INTERRUPTION OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; AQUARIUS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO ACCURACY. NO THIRD PARTY, DISTRIBUTOR, RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, IT IS UNDERSTOODEXPRESSLY CLARIFIED THAT THE PRODUCTS, ACKNOWLEDGED AND AGREED THATIN CONJUNCTION WITH SERVICES, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER IS A SUPPORTIVE TOOL WITH RESPECT TO THE PURCHASED ASSETS DETECTION AND MANAGEMENT OF LEAKS IN WATER SYSTEMS, AND SHOULD NOT BE RELIED UPON EXCLUSIVELY. THE MANNER BY WHICH ANY SPECIFIC LEAK SHOULD BE HANDLED AND/OR REPAIRED IS DEPENDENT ON NUMEROUS FACTORS WHICH ARE OUTSIDE OF THE SCOPE OF THE SYSTEM'S CAPACITY AND WHICH SHOULD BE SEPARATELY ADDRESSED AND CONSIDERED BY YOU, AT YOUR SOLE RESPONSIBILITY. UNDER NO CIRCUMSTANCES WILL AQUARIUS, ITS SHAREHOLDERS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT PARTY ON ITS BEHALF BE LIABLE FOR ANY DAMAGE, LOSS, COST AND/OR BOUND BYEXPENSE (INCLUDING PHYSICAL INJURIES) WHICH MAY BE CAUSED TO YOU ANY ONE ACTING ON YOUR BEHALF OR TO ANY THIRD PARTY IN CONNECTION WITH THE USE OF OR RELIANCE ON THE PRODUCTS OR SERVICES, AS THE CASE MAY BE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS DAMAGE, EXPENSE OR IMPLIED WARRANTIESLOSS CAUSED AS A RESULT OF WATER LEAKS OR BURSTS, GUARANTIESDAMAGES TO PIPING SYSTEMS AND THE LIKE. IN ADDITION, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY AQUARIUS MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO FAULT-FREE OPERATION OF MERCHANTABILITY THE SYSTEM AND SHALL NOT BEAR ANY LIABILITY OR FITNESS RESPONSIBILITY WHATSOEVER FOR DAMAGES OR LOSSES CAUSED BY OR ATTRIBUTABLE TO INACCURATE OR ERRONEOUS MEASUREMENTS, INCLUDING, WITHOUT LIMITATION, WHEN THIS RESULTS FROM AN ERROR OF THE SYSTEM. UNDER NO CIRCUMSTANCES WHATSOEVER WILL AQUARIUS BE LIABLE IN ANY WAY FOR ANY PARTICULAR PURPOSE DAMAGE OR LIABILITY ARISING FROM (I) ANY CONTENT (WHETHER PROVIDED BY AQUARIUS OR UPLOADED BY YOU), INCLUDING, WITHOUT LIMITATION, FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY INFRINGEMENT OF THIRD PARTY'S RIGHT, LOSS OR DAMAGE OF ANY KIND INCURRED AS TO ANY PORTION A RESULT OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS USE OF THE PURCHASED ASSETS CONTENT AND/OR THE SERVICE; (II) SYSTEM DEFECTS RESULTING FROM THE USE OF THIRD PARTY PRODUCTS OR SERVICES; (III) FAILURE OF COMMUNICATION BY A GSM PROVIDER, INTERNET PROVIDER OR ANY OTHER COMMUNICATIONS PROVIDER; AND/OR (IV) THE UNAUTHORIZED OR EXCESSIVE USE OF THE SYSTEM OR USE OF THE SYSTEM IN A MANNER INCONSISTENT WITH THESE TERMS OR THE AGREEMENT. EXCEPT AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND OTHERWISE EXPRESSLY STATED HEREIN, AQUARIUS DOES NOT UPON MAKE ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OR CONDITIONS OF NOVARTIS ANY KIND, EXPRESS OR IMPLIED, AS ARE EXPRESSLY SET FORTH TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN THIS AGREEMENTDURING THE COURSE OF YOUR USE OF THE SERVICES.

Disclaimer. ADDRESSREVEAL IS A PRODUCT CREATED TO CONDUCT THE QUERIES IN ORDER TO FACILITATE THE CUSTOMER DUE DILIGENCE PROCESS UNDER THE 4TH AML DIRECTIVE. IT FACILITATES THE COMPANIES’ ADDRESS DATA VERIFICATION AND DETECTION OF VIRTUAL ADDRESSES, ESPECIALLY IN RESPECT OF SO-CALLED SHELL COMPANIES. THE SOLUTION IS UNDERSTOODBASED SOLELY ON THIRD PARTY DATA THAT IS GATHERED BY WEB SHIELD, ACKNOWLEDGED THEREFORE OUR REPORTS CONTAIN INTERNET INFORMATION CREATED AND AGREED THATMAINTAINED BY THIRD PARTIES, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS AND WE DO NOT ENDORSE OR IMPLIED WARRANTIES OR REPRESENTATIONS APPROVE OF ANY KIND OR CHARACTER WITH RESPECT SUCH INFORMATION. WE CONDUCT A RESEARCH ON THE BASIS OF THE INFORMATION PROVIDED BY THE CLIENT. ALTHOUGH WE ATTEMPT TO INCLUDE THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING MOST RELEVANT INFORMATION IN EACH WEB SHIELD REPORT, ALL REPORTS ARE SOLELY BASED ON THIRD PARTY INFORMATION THAT IS GATHERED BY WEB SHIELD AND THE PURCHASED ASSETSRESULTS ARE NOT FALSE/POSITIVE CLEARED BY DEFAULT, HOWEVER YOU MAY ORDER MANUAL VERIFICATION AS AN ADDITIONAL SERVICE. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT OF MERCHANTABILITY ANY WEB SHIELD REPORTS DELIVERED AS A RESULT OF ADDRESSREVEAL SEARCH OR FITNESS ANY OTHER INFORMATION CONTAINED ON THE WEB SHIELD CONTENT SITE. THE CLIENT AGREES AND UNDERSTANDS THAT THE WEB SHIELD REPORT IS CREATED TO SUPPORT THE CLIENT'S ENTITY BOARDING AND UNDERWRITING PROCESS. IT IS NEITHER A BINDING RECOMMENDATION TO PROCEED OR NOT TO PROCEED WITH THE BOARDING. FURTHERMORE, IT IS NOT CONSIDERED AS A LEGAL OPINION AND/OR AS A BUSINESS ADVISORY AND/OR FINANCIAL ADVISORY. THE WEB SHIELD SERVICE IS NOT INTENDED TO BE USED AS THE SOLE BASIS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY DECISION MAKING AND WILL RELY SOLELY IS BASED UPON SAME AND NOT UPON ANY INFORMATION DATA WHICH IS PROVIDED BY OR ON BEHALF THIRD PARTIES, THE ACCURACY OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTWHICH IT WOULD NOT BE POSSIBLE FOR WEB SHIELD TO GUARANTEE. WEB SHIELD DOES NOT TAKE ANY LIABILITY FOR ANY DECISIONS MADE BY THE CLIENT.

Disclaimer. IT THE SALE OF THE PURCHASED TECHNOLOGY IS UNDERSTOOD, ACKNOWLEDGED BEING MADE "AS IS" AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES "WHERE IS," "WITH NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT BY ORYX TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETSBUYER. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONORYX MAKES, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BYHAS MADE, ANY EXPRESS OR IMPLIED NO WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF TO BUYER AND BUYER HEREBY EXPRESSLY WAIVES THE IMPLIED WARRANTIES OR MERCHANTABILITY OR AND FITNESS FOR USE, IF ANY, AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED. BUYER ACKNOWLEDGES THAT BUYER IS NOT RELYING UPON ANY PARTICULAR PURPOSE AS TO ANY PORTION REPRESENTATIONS OF ORYX AND THAT BUYER HAS UNDERTAKEN BUYER'S OWN DUE DILIGENCE REGARDING THE QUALITY, CONDITION AND VALUE, IF ANY, OF THE PURCHASED ASSETSTECHNOLOGY BEING SOLD HEREIN. BUYER REPRESENTS ORYX SHALL NOT BE LIABLE FOR ANY INJURY OR DAMAGE TO NOVARTIS THAT BUYER HAS CONDUCTEDBUYER, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS ANY OTHER PERSON CAUSED DIRECTLY OR INDIRECTLY BY THE USE OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON TECHNOLOGY OR THE SALE OR USE OF ANY INFORMATION PRODUCT INCORPORATING SUCH PURCHASED TECHNOLOGY BY BUYER; PROVIDED BY FURTHER, THAT IN NO EVENT SHALL ORYX BE LIABLE TO ANY PERSON, FIRM, OR ON BEHALF CORPORATION FOR ANY LOSS OR INJURY TO ANY PERSON, FIRM, OR CORPORATION FOR ANY LOSS OR INJURY TO EARNINGS, PROFITS, OR GOODWILL, OR FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF NOVARTIS BUYER'S SALE OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN USE OF ANY PRODUCT INCORPORATING SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTPURCHASED TECHNOLOGY.

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By continuing to use our Website, you expressly consent to any additional terms and conditions associated with the Additional Services. DISPUTE RESOLUTION; ARBITRATION AND WILL RELY SOLELY UPON SAME CLASS ACTION WAIVER This Agreement includes an agreement to arbitrate claims and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). You may opt out of the arbitration agreement by following the opt-out procedure described below. You agree that in the event of any dispute between you and Menin, you will first contact us and make a good faith, sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation: arbitration or any court action. After the informal dispute resolution process any remaining dispute, controversy, or claim (each a “Claim”) relating in any way to your use of Website, or relating in any way to Menin’s communications with you, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and Menin. However, this arbitration agreement does not (a) govern any Claim by Menin for infringement of its intellectual property or access to the Website that are unauthorized or exceed authorization granted in these Terms or (b) bars you from making use of applicable small claims court procedures in appropriate cases. If you do not want to arbitrate disputes with Menin and you are an individual, you may opt out of this arbitration agreement by sending notice to the address provided below within thirty (30) days of the first of the date you access the Website or the date you receive any services. CLASS ACTION WAIVER Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). You expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration. If this class action waiver is found to be unenforceable, then the entirety of the arbitration agreement, if otherwise effective, shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If for any reason a Claim proceeds in court rather than in arbitration, you and Menin each waive any right to a jury trial. GOVERNING LAW AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOVENUE The Services provided through the Website will be deemed as provided within the State of Florida. This Agreement is governed and interpreted pursuant to the laws of the State of Florida, OTHER THAN SUCH REPRESENTATIONSnotwithstanding any principles of conflicts of law. Any disputes in connection with these Terms that result in court action, WARRANTIES in accordance with these Terms, will be resolved exclusively by a state or federal court located in Miami-Dade County, Florida, and you specifically consent to the personal jurisdiction of such courts and waive any claim of forum. SEVERABILITY AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTWAIVER If any part of these Terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. The failure of a party to require performance of any provision will not affect such party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, 4.12.1 EXCEPT AS SET FORTH HEREIN NOVARTIS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 4, NEITHER SELLERS NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKES NO OR HAS MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN RESPECT OF THE PURCHASED ASSETS, ASSUMED LIABILITIES, LICENSED MANUFACTURING KNOW-HOW, THE PRODUCT OR THE PRODUCT INTELLECTUAL PROPERTY, WHETHER ORALLY OR IN WRITING, IN CERTAIN ELECTRONIC AND PHYSICAL “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PURCHASERS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED, INCLUDING ANY IMPLIED WARRANTIES REPRESENTATION OR REPRESENTATIONS OF ANY KIND OR CHARACTER WARRANTY WITH RESPECT TO (i) MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR (ii) THE PURCHASED PROBABLE SUCCESS OR PROFITABILITY OF THE PRODUCT AFTER THE CLOSING. WITHOUT LIMITING THE FOREGOING, THE TRANSFERRED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED ,” AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING WARRANTIES OF ANY KIND; AND 4.12.2 NEITHER SELLERS NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASERS OR TO ANY OTHER PERSON RESULTING FROM THE PURCHASED ASSETS MADE OR FURNISHED BY SELLERDISTRIBUTION TO PURCHASERS, ITS AFFILIATES OR REPRESENTATIVES OF, OR PURCHASERS’ USE OF, ANY AGENT REPRESENTING INFORMATION RELATING TO THE PRODUCT, INCLUDING ANY INFORMATION, DOCUMENTS OR PURPORTING MATERIAL MADE AVAILABLE TO REPRESENT SELLERPURCHASERS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, WHETHER ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENTCERTAIN ELECTRONIC AND PHYSICAL “DATA ROOMS,” MANAGEMENT PRESENTATIONS, THE NOVARTIS DISCLOSURE SCHEDULEFUNCTIONAL “BREAK-OUT” DISCUSSIONS, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS RESPONSES TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR QUESTIONS SUBMITTED ON BEHALF OF NOVARTIS PURCHASERS OR ITS AGENTS IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS. ANY SUCH OTHER REPRESENTATION OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE WARRANTY IS HEREBY EXPRESSLY SET FORTH IN THIS AGREEMENTDISCLAIMED.

Disclaimer. IT IS UNDERSTOODBuyer acknowledges that it has examined the Terminals, ACKNOWLEDGED AND AGREED THAT, independently and personally. EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO OTHERWISE PROVIDED IN THIS AGREEMENT, THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. TERMINALS SHALL BE SOLD BY SELLER AND ACCEPTED BY BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS,” WITH ALL FAULTS KNOWN AND UNKNOWN, WITH ALL FAULTS”NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES(OTHER THAN AS EXPRESSLY CONTAINED HEREIN), GUARANTIESOF MERCHANTABILITY, REPRESENTATIONS FITNESS FOR A PARTICULAR PURPOSE, CONDITION, DESIGN, OPERATION, CAPACITY OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR OTHERWISE. NOTWITHSTANDING ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN PROVISION OF THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS SELLER MAKES NO REPRESENTATIONS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS WARRANTIES WITH RESPECT OR IMPLIED, OF MERCHANTABILITY RELATED TO BUYER’S INTENDED OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION ACTUAL USE OF THE PURCHASED ASSETSTERMINALS AFTER CLOSING. IN ADDITION, AND NOT BY WAY OF LIMITATION, SELLER MAKES NO REPRESENTATION OR WARRANTY (OTHER THAN AS EXPRESSLY CONTAINED HEREIN), WITH RESPECT TO THE QUALITY, ACCURACY OR COMPLETENESS OF ANY OPERATING MANUALS CONVEYED AS PART OF THE TERMINALS’ BOOKS AND RECORDS. BUYER’S SUBSEQUENT USE OF SUCH MANUALS WILL BE AT BUYER’S OWN RISK AND BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDRELEASES SELLER FROM ANY LOSS, LIABILITY, OR WILL CONDUCT PRIOR DAMAGE ARISING FROM, ASSOCIATED WITH, OR RELATED TO CLOSINGBUYER’S USE OF SUCH MANUALS. Within ninety (90) days after Closing, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS Buyer shall convert the Terminal’s OPA 90 Plan and SPCC Plan to its company name, and shall make any operational changes to such plans as Buyer in its discretion deems necessary or desirable. Seller will not be responsible for cleaning tanks or removing tank bottoms, including water, sludge, and sediment for tanks that are in service or idle as of the Closing Date, or prior to or after the Closing Date. At Closing, Seller shall execute a Xxxx of Sale in favor of Buyer, in substantially the form set forth in Exhibit I conveying any improvements, fixtures, equipment and personal property included in the Terminals, which Xxxx of Sale shall contain special warranties of title and the “AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOIS, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTWHERE IS” provision contained in this Section 2.3.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO IN ARTICLE IV AND THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING TRANSACTION DOCUMENTS, THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED TRANSFERRED ASSETS BEING TRANSFERRED HEREUNDER ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS, ” BASIS “WITH ALL FAULTS”,” AND IN THEIR THEN PRESENT CONDITION, EXCEPT AND THE BUYER SHALL RELY UPON ITS OWN EXAMINATION THEREOF, AND NO SELLER, SOLD COMPANY OR SOLD SUBSIDIARY MAKES ANY GUARANTY OF QUALITY WITH RESPECT TO ANY OF THE TRANSFERRED ASSETS BEING SO TRANSFERRED, OR AS TO THE EXTENT CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR OBVIOUS. THE BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, ARTICLE IV AND THE TRANSACTION DOCUMENTS DOCUMENTS, NO SELLER, SOLD COMPANY OR SOLD SUBSIDIARY OR ANY ANCILLARY AGREEMENT. WITHOUT IN OTHER PERSON MAKES, OR HAS MADE, (A) ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS REPRESENTATION OR WARRANTY OR EXTENDS ANY WARRANTYWARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR VALIDITY OF PATENT RIGHTS OR CLAIMS, ISSUED OR PENDING, (B) ANY PARTICULAR PURPOSE REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL WITH RESPECT TO ANY FUTURE EVENTS, PROSPECTS, PROJECTIONS OR ESTIMATES WITH RESPECT TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS OR (C) ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO ANY PORTION THE ACCURACY OR COMPLETENESS OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY THAT ANY SELLER, THE SOLD COMPANIES OR SOLD SUBSIDIARIES FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES. THE BUYER ACKNOWLEDGES THAT THE BUYER IS FULLY FAMILIAR WITH THE TRANSFERRED ASSETS, THE SOLD COMPANIES, THE SOLD SUBSIDIARIES AND THE BUSINESS AND ACKNOWLEDGES THAT ANY PROJECTIONS OR PRO FORMA STATEMENTS ARE FOR ILLUSTRATION PURPOSES AND DO NOT FORM THE BASIS OF ANY LIABILITY OR A REPRESENTATION OR WARRANTY. THE BUYER IS NOT RELYING ON BEHALF OF NOVARTIS ANY REPRESENTATION OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, WARRANTY OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE THOSE EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT AND THE TRANSACTION DOCUMENTS. THE BUYER ALSO ACKNOWLEDGES THAT THE POTENTIAL LIABILITY OF THE SELLERS FOR ANY POTENTIAL BREACH OF SUCH REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV IS LIMITED BY THE TERMS OF ARTICLE XI AND ARTICLE XIII.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER PURCHASER ACKNOWLEDGES AND AGREES THAT UPON PURCHASER HAS BEEN GIVEN THE OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT AND INVESTIGATE THE PROPERTY AND PERFORM ALL DUE DILIGENCE OF THE PROPERTY THAT PURCHASER MAY DESIRE TO DO. THE CLOSING SELLERS SHALL SELL BE CONCLUSIVE EVIDENCE THAT PURCHASER HAS ACCEPTED AND CONVEY TO BUYER APPROVED THE PROPERTY IN ALL RESPECTS; EXCEPT FOR THOSE REPRESENTATIONS AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE WARRANTIES MADE BY SELLER CONTAINED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE IN ARTICLE 5. BUYER HAS NOT RELIED AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER AND WILL NOT RELY ONPURCHASER AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND NOVARTIS IS NOT LIABLE EXCEPT FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, SELLER’S REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY AND WARRANTIES SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULEINCLUDING, WITHOUT LIMITATION, THOSE IN ARTICLE 5, THE TRANSACTION DOCUMENTS PROPERTY IS CONVEYED, ASSIGNED AND TRANSFERRED BY SELLER TO PURCHASER “AS IS”, WITH ALL FAULTS AND DEFECTS, AND PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOINGKIND OR CHARACTER WHATSOEVER, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY ORAL OR FITNESS FOR ANY PARTICULAR PURPOSE WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO ANY PORTION (A) THE NATURE, QUALITY OR CONDITION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDPROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, OR WILL CONDUCT PRIOR THE PRESENCE OR ABSENCE OF ANY POLLUTANT, HAZARDOUS WASTE, GAS OR SUBSTANCE OR SOLID WASTE ON OR ABOUT THE PROPERTY, (B) THE INCOME TO CLOSING, SUCH INVESTIGATIONS OF BE DERIVED FROM THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.PROPERTY,

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES NO ANY REPRESENTATIONS OR EXTENDS ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED (AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER NOT EXPRESSLY PROVIDED IN THIS AGREEMENT), INCLUDING WITH RESPECT TO THE PURCHASED ASSETS ANY PATENTS OR ANY OTHER MATTER KNOW-HOW, INCLUDING WARRANTIES OF VALIDITY OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS ISENFORCEABILITY, WHERE ISMERCHANTABILITY, WITH ALL FAULTS”FITNESS FOR A PARTICULAR USE OR PURPOSE, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONPERFORMANCE, AND NOVARTIS IS NOT LIABLE FOR NON-INFRINGEMENT OF ANY THIRD PARTY PATENT OR BOUND BYOTHER INTELLECTUAL PROPERTY RIGHT. WITHOUT LIMITING THE FOREGOING, ANY EXPRESS OR IMPLIED WARRANTIESTHE PARTIES AGREE THAT THE MILESTONE EVENTS, GUARANTIESSALES MILESTONE EVENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY AND NET SALES LEVELS SET FORTH IN THIS AGREEMENTAGREEMENT OR THAT HAVE OTHERWISE BEEN DISCUSSED BY THE PARTIES ARE MERELY INTENDED TO DEFINE THE MILESTONE PAYMENTS, THE NOVARTIS DISCLOSURE SCHEDULESALES MILESTONE PAYMENTS, THE TRANSACTION DOCUMENTS AND ROYALTY OBLIGATIONS IF SUCH MILESTONE EVENTS, SALES MILESTONE EVENTS, OR NET SALES LEVELS ARE ACHIEVED. NEITHER PARTY MAKES ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, OF MERCHANTABILITY THAT IT WILL BE ABLE TO SUCCESSFULLY DEVELOP, MANUFACTURE, OR FITNESS FOR COMMERCIALIZE ANY LICENSED PRODUCT OR, IF COMMERCIALIZED, THAT ANY PARTICULAR PURPOSE AS TO ANY PORTION SALES LEVEL OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR SUCH LICENSED PRODUCT WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTBE ACHIEVED.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH OTHERWISE PROVIDED HEREIN NOVARTIS THE INTELLECTUAL PROPERTY RIGHTS LICENSED HEREUNDER ARE PROVIDED BY ROCHE "AS IS WHERE IS" AND ROCHE MAKES NO NO, AND DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS ISIMPLIED, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN CONCERNING: (a) LICENSED INTELLECTUAL PROPERTY RIGHTS COVERED BY THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BYINCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIESWARRANTY OF DESIGN, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE AS TO LICENSED INTELLECTUAL PROPERTY RIGHTS OR ANY PORTION SERVICE; (b) THE COMMERCIAL SUCCESS OF ANY LICENSED SERVICE; (c) THE EXISTENCE, VALIDITY OR SCOPE OF LICENSED INTELLECTUAL PROPERTY RIGHTS; (d) ANY LICENSED SERVICE BEING FREE FROM AN INFRINGEMENT ON PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; (e) WHETHER ANY THIRD PARTIES ARE IN ANY WAY INFRINGING LICENSED INTELLECTUAL PROPERTY RIGHTS COVERED BY THIS AGREEMENT; OR (f) THE ACCURACY, UTILITY OR SUFFICIENCY OF ANY TECHNICAL INFORMATION TRANSFERRED TO IGEN HEREUNDER. THE PARTIES SPECIFICALLY AGREE THAT NEITHER PARTY SHALL BE SUBJECT TO AND THAT EACH DISCLAIMS: (A) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF WARRANTY, AND (B) ALL CONSEQUENTIAL, INCIDENTAL, CONTINGENT, PUNITIVE AND EXEMPLARY DAMAGES WHATSOEVER WITH RESPECT TO (i) ANY DISPUTES BETWEEN THE PARTIES UNDER THIS AGREEMENT OR (ii) CLAIMS MADE BY ONE PARTY AGAINST ANOTHER PARTY ARISING FROM THE COURSE OF CONDUCT WITHIN THE RELATIONSHIP OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDPARTIES UNDER THIS AGREEMENT (WHETHER SUCH CLAIMS ARISE UNDER CONTRACT, TORT, STRICT LIABILITY OR WILL CONDUCT PRIOR TO CLOSINGOTHERWISE), SUCH INVESTIGATIONS EVEN THOUGH A PARTY MAY HAVE BEEN ADVISED OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF DAMAGES IN CLAUSE (B) ABOVE SHALL NOT UPON ANY INFORMATION PROVIDED BY APPLY TO DAMAGES PAID TO UNRELATED THIRD PARTIES (WHETHER PURSUANT TO JUDGMENT OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, SETTLEMENT) FOR WHICH A PARTY HAS AN OBLIGATION TO INDEMNIFY THE OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTPARTY HEREUNDER.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULENEITHER PARTY MAKES (AND EACH PARTY EXPRESSLY DISCLAIMS) ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, THE TRANSACTION DOCUMENTS WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED STATUTORY OR OTHERWISE, INCLUDING ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE AS OR ANY WARRANTIES THAT MAY ARISE FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE WITH RESPECT TO ANY PORTION INTELLECTUAL PROPERTY RIGHTS, TECHNOLOGY OR CONFIDENTIAL INFORMATION OF A PARTY OR ANY LICENSE GRANTED BY A PARTY UNDER THIS AGREEMENT. IN PARTICULAR, THE PARTIES AGREE AND EXPLICITLY CONFIRM THAT NONE OF THE PURCHASED ASSETSREPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED AS A GUARANTEE BY A PARTY WITHIN THE MEANING OF SEC. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED433 AND 444 GERMAN CIVIL CODE (BÜRGERLICHES GESETZBUCH, “BGB”) (GARANTIE FÜR DIE BESCHAFFENHEIT DER SACHE). IN THE EVENT OF ANY REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT BEING INCORRECT IN WHOLE OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF IN PART THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY PROVISIONS SET FORTH IN THIS AGREEMENT SHALL APPLY INSTEAD AND TO THE EXCLUSION OF ANY AND ALL REMEDIES THAT WOULD OTHERWISE BE AVAILABLE TO A PARTY UNDER THE LAW IN THE EVENT OF A BREACH, EXCEPT IN CASE OF FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. ANY FURTHER LIABILITY OF THE BREACHING PARTY AND OF THE BREACHING PARTY’S REPRESENTATIVES, AGENTS AND/OR ADVISORS AND ANY DIFFERING OR FURTHER RIGHTS OR CLAIMS OF THE NON-BREACHING PARTY EXCEPT AS OTHERWISE EXPLICITLY PROVIDED FOR IN THIS AGREEMENT OR IN CASE OF FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IRRESPECTIVE OF THEIR NATURE OR LEGAL BASIS, INCLUDING ANY RIGHT TO RESCIND (ANFECHTEN) OR TO WITHDRAW FROM (ZURÜCKTRETEN) THIS AGREEMENT, TO CLAIM REMEDIATION (NACHERFÜLLUNG), TO REDUCE PRICES UNDER THIS AGREEMENT AND/OR TO CLAIM DAMAGES (SCHADENSERSATZ) OR REIMBURSEMENT OF FUTILE EXPENDITURE (ERSATZ VERGEBLICHER AUFWENDUNGEN) ARE HEREBY EXPRESSLY EXCLUDED AND WAIVED.

Disclaimer. IT HOME BUILDER MAY DISABLE, SUSPEND, OR REMOVE ANY PART OF THE SERVICE OR THE CONTENT IN THE SERVICE AT ANY TIME IF HOME BUILDER IS UNDERSTOODREQUIRED TO DO SO BY ONE OF ITS LICENSORS OR SUPPLIERS, ACKNOWLEDGED AND AGREED THATIF HOME BUILDER DETERMINES THAT SUCH PORTION OF THE SERVICE OR CONTENT VIOLATES APPLICABLE LAW OR THIRD PARTY RIGHTS, EXCEPT AS SET FORTH HEREIN NOVARTIS IF CUSTOMER HAS BREACHED CUSTOMER’S OBLIGATIONS UNDER THIS AGREEMENT OR FOR OTHER REASONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOME BUILDER MAKES NO EXPRESS REPRESENTATION OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING WARRANTY REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES SERVICE (INCLUDING MODIFICATIONS) OR INFORMATION PROVIDED UNDER THIS AGREEMENT AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH EXPRESSLY DISCLAIMS ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED OTHER WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY NON-INFRINGEMENT, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY REGARDING INFORMATION ACCURACY, ANY WARRANTY THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, ANY WARRANTY REGARDING QUALITY, ACCURACY, TIMELINESS, SUITABILITY, USABILITY, USEFULNESS, COMPLETENESS, SECURITY, AVAILABILITY, OR CONDITION OF THE SERVICE OR INFORMATION, ANY WARRANTY THAT THE SERVICE WILL OPERATE WITH ANY PARTICULAR PURPOSE AS TO HARDWARE, SOFTWARE, SYSTEM, OR DATA, AND ANY PORTION WARRANTY THAT MIGHT OTHERWISE ARISE OUT OF COURSE OF DEAL, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. CUSTOMER’S USE OF THE PURCHASED ASSETSSERVICE IS AT CUSTOMER’S OWN RISK. BUYER REPRESENTS EXCEPT AS EXPRESSLY PROVIDED IN SECTION 14, TO NOVARTIS THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND RELATED INFORMATION ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. HOME BUILDER SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY A DISTRIBUTED DENIAL OF SERVICE ATTACK, VIRUSES OR OTHER FORMS OF CONTAMINATION OR DESTRUCTIVE FEATURES THAT BUYER HAS CONDUCTEDAFFECT CUSTOMER’S COMPUTER EQUIPMENT, SOFTWARE, DATA, OR WILL CONDUCT PRIOR OTHER PROPERTY ON ACCOUNT OF CUSTOMER’S ACCESS TO CLOSING, SUCH INVESTIGATIONS OR USE OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY SERVICE OR CUSTOMER’S DOWNLOADING OF ANY DOCUMENTS OR OTHER MATERIAL FROM THE SERVICE OR SITES LINKED TO IT, OR FOR CUSTOMER’S RELIANCE ON INFORMATION AND WILL RELY SOLELY UPON SAME AND MATERIALS OBTAINED THROUGH THE SERVICE. TO THE EXTENT ANY WARRANTY EXISTS UNDER LAW THAT CANNOT BE DISCLAIMED, HOME BUILDER (NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS APPLE) OR ITS AGENTS APPLICABLE LICENSOR SHALL BE SOLELY RESPONSIBLE FOR SUCH WARRANTY. APPLE IS NOT RESPONSIBLE FOR ANY CLAIMS RELATED TO THE APP OR EMPLOYEES WITH RESPECT THERETOYOUR USE OF THE APP, OTHER THAN SUCH REPRESENTATIONSINCLUDING BUT NOT LIMITED TO PRODUCT LIABILITY CLAIMS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTANY CLAIM THAT THE APP FAILS TO CONFORM TO A LEGAL OR REGULATORY REQUIREMENT, OR ANY CLAIM ARISING UNDER CONSUMER PROTECTION, PRIVACY, OR SIMILAR LEGISLATION.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR EXCLUDING ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES REPRESENTATIONS, WARRANTIES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULESOFTWARE AND ANY LICENSOR MATERIALS FURNISHED BY LICENSOR UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS, THE TRANSACTION DOCUMENTS WITHOUT ANY FURTHER WARRANTIES OR ANY ANCILLARY AGREEMENT. REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT IN ANY WAY LIMITING THE FOREGOINGLIMITATION, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYWARRANTIES OF QUALITY, EXPRESS OR IMPLIEDPERFORMANCE, OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, DISTRIBUTORS, SUPPLIERS, OR AGENTS (THE “LICENSOR PARTIES”) DO NOT WARRANT THAT THE SOFTWARE AND ANY LICENSOR MATERIALS WILL MEET LICENSEE’S NEEDS OR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE AND ANY LICENSOR MATERIALSWILL BE ERROR FREE. ANY WARRANTIES IMPLIED BY LAW, BY THE COURSE OF DEALING BETWEEN THE PARTIES, OR OTHERWISE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. THE LICENSOR PARTIES DO NOT WARRANT THAT THE USE OF THE SOFTWARE ALLOWED HEREUNDER SHALL RESULT IN ANY PARTICULAR PURPOSE AS TO ANY PORTION LEVEL OR TYPE OF FINANCIAL RESULTS FOR LICENSEE. THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY BASIS FOR DETERMINING THE CONSIDERATION CHARGED FOR THE LICENSES AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION OPPORTUNITIES PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTHEREUNDER.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE 6, NEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR VALIDITY OF PATENT CLAIMS. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY EITHER PARTY THAT EITHER PARTY WILL BE SUCCESSFUL IN OBTAINING ANY PATENT RIGHTS, OR THAT ANY PATENTS WILL ISSUE BASED ON A PENDING APPLICATION. WITHOUT LIMITING THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES EXPRESSLY SET FORTH HEREIN, EACH PARTY SPECIFICALLY DISCLAIMS ANY GUARANTEE THAT THE LICENSED PRODUCTS WILL BE SUCCESSFUL, IN WHOLE OR IN PART. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ANY INVENTORY OR TANGIBLE MATERIALS PROVIDED BY TAKEDA HEREUNDER ARE PROVIDED AS-IS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TAKEDA DISCLAIMS ANY WARRANTY WITH RESPECT TO THE LICENSED TECHNOLOGY, THE INVENTION(S) CLAIMED IN THE LICENSED PATENTS OR WITH RESPECT TO THE LICENSED PATENTS THEMSELVES, INCLUDING BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES ABOUT (I) THE VALIDITY, SCOPE OR ENFORCEABILITY OF ANY OF THE LICENSED PATENTS; (II) THE ACCURACY, SAFETY OR USEFULNESS FOR ANY PURPOSE OF ANY INFORMATION PROVIDED BY TAKEDA TO PUMA, WITH RESPECT TO THE INVENTION(S) CLAIMED IN THE LICENSED PATENTS OR WITH RESPECT TO THE LICENSED PATENTS THEMSELVES AND ANY LICENSED PRODUCTS DEVELOPED FROM OR COVERED BY THEM; (III) WHETHER THE PRACTICE OF ANY CLAIM CONTAINED IN ANY OF THE LICENSED PATENTS WILL OR MIGHT INFRINGE A PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OWNED OR LICENSED BY A THIRD PARTY; (IV) THE PATENTABILITY OF ANY INVENTION CLAIMED IN THE LICENSED PATENTS; OR (V) THE ACCURACY, SAFETY, OR USEFULNESS FOR ANY PURPOSE OF THE LICENSED TECHNOLOGY OR ANY LICENSED PRODUCT OR PROCESS MADE OR CARRIED OUT IN ACCORDANCE WITH OR THROUGH THE USE OF THE LICENSED PATENTS.

Disclaimer. IT IF YOU CHOOSE TO USE THE WEBSITE YOU DO SO AT YOUR SOLE RISK. THE WEBSITE IS UNDERSTOODPROVIDED "AS IS", ACKNOWLEDGED AND AGREED THATWITHOUT WARRANTY OF ANY KIND, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EITHER EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENTIMPLIED. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY MENIN EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. MENIN MAKES NO WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR FREE BASIS. MENIN MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MENIN OR THROUGH THE WEBSITE, OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE WEBSITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE. YOU UNDERSTAND THAT MENIN DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE WEBSITE. MENIN MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE WEBSITE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE WEBSITE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE WEBSITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEBSITE REMAINS WITH YOU. NEITHER MENIN NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE WEBSITE, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE WEBSITE, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, WEBSITE WHETHER BASED ON WARRANTY, EXPRESS CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR IMPLIEDANY OTHER LEGAL THEORY, OF MERCHANTABILITY AND WHETHER OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION NOT MENIN HAS BEEN INFORMED OF THE PURCHASED ASSETSPOSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, IN NO EVENT WILL MENIN AGGREGATE LIABILITY ARISING OUT OF OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY WEBSITE OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTINABILITY TO USE THE WEBSITE.

Disclaimer. IT IS UNDERSTOODAS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER AND THE PERFORMANCE BY SELLER OF ITS OBLIGATIONS HEREUNDER, ACKNOWLEDGED PURCHASER ACKNOWLEDGES, REPRESENTS, WARRANTS AND AGREED AGREES, TO AND WITH SELLER, THAT, AS OF THE DATE OF THIS AGREEMENT AND THE CLOSING AND EXCEPT AS FOR SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND OTHER OBLIGATIONS OF SELLER IN THIS AGREEMENT OR ANY OF THE CLOSING DOCUMENTS THAT SURVIVE THE CLOSING (HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER COLLECTIVELY CALLED THE “SELLER’S WARRANTIES”): (i) PURCHASER IS PURCHASING THE PROPERTY IN AN “AS IS” CONDITION WITH RESPECT TO ANY FACTS, CIRCUMSTANCES, CONDITIONS AND DEFECTS OF ALL KINDS, AND SELLER HAS NO OBLIGATION TO REPAIR OR CORRECT ANY SUCH FACTS, CIRCUMSTANCES, CONDITIONS OR DEFECTS OR TO COMPENSATE PURCHASER FOR THE PURCHASED ASSETS SAME; (ii) BASED UPON ALL PHYSICAL INSPECTIONS, EXAMINATIONS AND TESTS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY OR APPROPRIATE, PURCHASER IS AND WILL BE RELYING STRICTLY AND SOLELY UPON SUCH INSPECTIONS AND EXAMINATIONS AND THE ADVICE AND COUNSEL OF ITS OWN AND PURCHASER IS AND WILL BE FULLY SATISFIED THAT THE PURCHASE PRICE IS FAIR AND ADEQUATE CONSIDERATION FOR THE PROPERTY; (iii) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING AND HAS NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS AN INDUCEMENT TO PURCHASER TO ENTER INTO THIS AGREEMENT AND THEREAFTER TO PURCHASE THE PROPERTY OR FOR ANY OTHER PURPOSE, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT CONDITION, ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, COMPLIANCE OF THE PROPERTY WITH LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF DOCUMENTS, BOOKS, RECORDS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER PROPERTY; (iv) PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, ITS AFFILIATES THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING ; AND (v) BY REASON OF ALL OF THE FOREGOING, NOVARTIS HEREBY DISCLAIMS PURCHASER SHALL ASSUME THE FULL RISK OF ANY WARRANTYAND ALL LOSSES, EXPRESS LIABILITIES, CLAIMS, DAMAGES AND EXPENSES OCCASIONED BY ANY FACT, CIRCUMSTANCE, CONDITION OR IMPLIEDDEFECT PERTAINING TO THE PHYSICAL CONDITION OF, OR ANY OTHER MATTER RELATIVE TO, THE PROPERTY, EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF MERCHANTABILITY OR FITNESS REAL ESTATE AND THAT, EXCEPT FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION THE SELLER’S WARRANTIES, IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS, ADVISORS, REPRESENTATIVES AND AGENTS IN PURCHASING THE PROPERTY AND SHALL MAKE AN INDEPENDENT VERIFICATION OF THE PURCHASED ASSETSACCURACY OF ALL DOCUMENTS AND INFORMATION PROVIDED BY SELLER. BUYER REPRESENTS BY FAILING TO NOVARTIS TERMINATE THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT BUYER SELLER HAS CONDUCTED, OR WILL AFFORDED PURCHASER A FULL OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS PROPERTY AS BUYER DEEMS PURCHASER DEEMED NECESSARY AND TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY, AND, EXCEPT FOR THE SELLER’S WARRANTIES, WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. Except as expressly set forth in this Agreement or in the documents delivered by Seller to Purchaser at Closing, OTHER THAN SUCH REPRESENTATIONSit is understood and agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, WARRANTIES and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title, (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of hazardous materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (m) the condition, construction or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the property documents or any survey of the Property, (s) tax consequences, or (t) any other matter or thing with respect to the Property. Purchaser acknowledges that it will have the opportunity to inspect the Property and observe its physical characteristics and existing conditions and the opportunity to conduct such investigation and study on and of the Property and adjacent areas as Purchaser deems necessary, and Purchaser hereby FOREVER RELEASES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTDISCHARGES the Seller Parties from all responsibility and liability (other than that arising under representations or warranties of Seller expressly set forth in this Agreement or in the documents delivered by Seller to Purchaser at Closing), including without limitation, liabilities under the Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as amended (“CERCLA”), the Resource Conservation and Recovery Act (42 U.S.C. Section 9601 et seq.), as amended, and the Oil Pollution Act (33 U.S.C. Section 2701 et seq.), regarding the condition, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever (including, but not limited to, with respect to the presence in the soil, air, structures and surface and subsurface waters, of hazardous materials or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and hazardous materials on, under, adjacent to or otherwise affecting the Property). Except as to representations or warranties of Seller expressly set forth in this Agreement or in the documents delivered by Seller to Purchaser at Closing, Purchaser further hereby WAIVES (and by Closing this transaction will be deemed to have WAIVED) any and all objections and complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or local laws, regulations or guidelines to which the Property is or may be subject, including, but not limited to, CERCLA) concerning the physical characteristics and any existing conditions of the Property. Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Property and, except as to representations or warranties of Seller expressly set forth in this Agreement, the risk that adverse physical characteristics and conditions, including, without limitation, the presence of hazardous materials or other contaminants, may not have been revealed by its investigation. From and after Closing, Purchaser agrees to indemnify, defend and hold the Seller Parties harmless of and from any and all liabilities, claims, demands, and expenses of any kind or nature which are in any way related to the ownership, maintenance, operation or physical condition of the Property, including, without limitation, in connection with hazardous materials and any requirements or demands of governmental agencies with jurisdiction over the Property; provided, however, that this paragraph shall not apply to any fraud, gross negligence, or willful misconduct on the part of any Seller Parties as determined by a final, non-appealable judgment in a court of competent jurisdiction.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS REAL PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, ” AND BUYER HEREBY UNCONDITIONALLY WAIVES ANY IMPLIED WARRANTY OF SUITABILITY EXCEPT TO THE EXTENT AS EXPRESSLY PROVIDED OTHERWISE SET FORTH IN THIS AGREEMENTAGREEMENT OR IN THE DEED OR ANY OTHER DOCUMENTS DELIVERED AT CLOSING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DEEDS OR ANY OTHER DOCUMENTS DELIVERED AT CLOSING, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS SELLER HAS NOT MADE AND IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIESGUARANTEES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS REAL PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY REAL ESTATE BROKER, AGENT OR THIRD PARTY REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE, UNLESS SPECIFICALLY EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT OR IN THE DEEDS OR ANY OTHER DOCUMENTS DELIVERED AT CLOSING, IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER’S CONSULTANTS IN PURCHASING THE REAL PROPERTY AND SHALL MAKE AN INDEPENDENT VERIFICATION OF THE ACCURACY OF ANY DOCUMENTS AND INFORMATION PROVIDED BY SELLER. BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE REAL PROPERTY AS BUYER DEEMS NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE NOVARTIS DISCLOSURE SCHEDULEPHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME. BY FAILING TO TERMINATE THIS AGREEMENT PRIOR TO THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION EXPIRATION OF THE PURCHASED ASSETS. DUE DILIGENCE PERIOD, BUYER REPRESENTS ACKNOWLEDGES THAT SELLER HAS AFFORDED BUYER A FULL OPPORTUNITY TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS REAL PROPERTY AS BUYER DEEMS DEEMED NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE REAL PROPERTY AND THE EXISTENCE OR NON-EXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS SUBSTANCES ON OR DISCHARGED FROM THE REAL PROPERTY, AND EXCEPT FOR SELLER’S REPRESENTATIONS IN THIS AGREEMENT, WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, AND EXCEPT AS BUYER MAY RELY ON SELLER’S REPRESENTATIONS HEREIN, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL OR CONSTRUCTION DEFECTS OR ADVERSE ENVIRONMENTAL, HEALTH OR SAFETY CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INSPECTIONS AND INVESTIGATIONS. BUYER HEREBY REPRESENTS AND WARRANTS TO SELLER THAT: (A) BUYER IS REPRESENTED BY LEGAL COUNSEL IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT; AND (B) BUYER IS PURCHASING THE REAL PROPERTY FOR BUSINESS, COMMERCIAL, INVESTMENT OR OTHER SIMILAR PURPOSE AND NOT FOR USE AS BUYER’S RESIDENCE. EACH PARTY WAIVES ANY AND ALL RIGHTS OR REMEDIES IT MAY HAVE OR BE ENTITLED TO, DERIVING FROM DISPARITY IN SIZE OR FROM ANY SIGNIFICANT DISPARATE BARGAINING POSITION IN RELATION TO THE OTHER PARTY.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, (a) EXCEPT AS SET FORTH HEREIN NOVARTIS EXPRESSLY PROVIDED IN THESE TERMS, OUTBLAZE MAKES NO EXPRESS WARRANTY THAT ANY OF THE NFTS: (A) WILL MEET HOLDERS’ REQUIREMENTS; OR IMPLIED (B) WILL BE ACCURATE, RELIABLE, COMPLETE OR SAFE. OUTBLAZE DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTYCONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE PURPOSE, AS TO THE NFTS. OUTBLAZE DOES NOT REPRESENT OR WARRANT THAT THE NFTS ARE COMPLETE OR ERROR-FREE. OUTBLAZE WILL NOT BE LIABLE FOR ANY PORTION LOSS OF ANY KIND FROM ANY ACTION TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED IN THE NFTS. OUTBLAZE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT HOLDERS DISCLOSE ONLINE. XXXXXX ACCEPTS THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD OUTBLAZE RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUTBLAZE’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (b) OUTBLAZE WILL NOT BE RESPONSIBLE OR LIABLE TO HOLDERS FOR ANY USE OF THE PURCHASED NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) HOLDER’S ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR THE NFTS. (c) NFTS ARE INTANGIBLE DIGITAL ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS THEY EXIST ONLY BY VIRTUE OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND OWNERSHIP RECORD MAINTAINED IN THE NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE NETWORK, WHICH OUTBLAZE DOES NOT UPON CONTROL. OUTBLAZE DOES NOT GUARANTEE THAT OUTBLAZE OR ANY INFORMATION PROVIDED BY OF ITS AFFILIATES CAN AFFECT THE TRANSFER OF TITLE OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETORIGHT IN THE NFTS. (d) There are numerous risks associated with blockchain technology and the NFTs. You should familiarize yourself with these risks and agree to assume these risks by owning an NFT. (e) Outblaze makes no claims or guarantees that your Purchased NFT is or will be worth anything. You understand that your Purchased NFT has no inherent monetary value, OTHER THAN SUCH REPRESENTATIONSand any such Purchased NFT should be treated as nothing more than a fun collectible. Additionally, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTthere should be no expectation that your Purchased NFT will create any ancillary value whether monetary or otherwise. (f) Outblaze is not responsible for losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of the NFTs. Outblaze is not responsible for losses due to late report by third-party developers or representatives (or no report at all) of any issues with the blockchain supporting the NFTs including forks, technical node issues or any other issues having fund losses as a result. (g) Nothing in this agreement shall exclude or limit liability of any party for fraud, willful misconduct or negligence or any other activity that cannot be limited or excluded by legitimate means.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE PURCHASED ASSETS BHFL TRADEMARK, NAME OR ANY OF OUR OTHER MATTER OR THING REGARDING INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONLINK, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BYTHE COPYRIGHTED MATERIALS (COLLECTIVELY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES “BHFL IP”) (OR ANY AGENT REPRESENTING VARIATIONS OR PURPORTING MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO REPRESENT SELLERANY OF THE FOREGOING) WITHOUT BHFL’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE BHFL IP IN A DOMAIN OR WEBSITE NAME, TO WHOMEVER MADE IN ANY BIDS FOR KEYWORDS OR GIVENGOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), DIRECTLY IN ANY SEARCH ENGINE ADVERTISING (PAID OR INDIRECTLYOTHERWISE), ORALLY IN ANY METATAGS, GOOGLE ADS (OR IN WRITINGSIMILAR PROGRAMS AT OTHER SEARCH ENGINES), UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENTKEY WORDS, THE NOVARTIS DISCLOSURE SCHEDULEADVERTISING, THE TRANSACTION DOCUMENTS SEARCH TERMS, CODE, OR ANY ANCILLARY AGREEMENT. WITHOUT OTHERWISE; (iii) ACT IN ANY WAY LIMITING THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE FOREGOING, NOVARTIS HEREBY DISCLAIMS USE OF BHFL IP ON THE INTERNET OR IN ANY WARRANTY, EXPRESS OR IMPLIED, SEARCH ENGINE ADVERTISING. YOUR USE OF MERCHANTABILITY OR FITNESS FOR BHFL IP IN ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOMANNER, OTHER THAN SUCH REPRESENTATIONSAS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF BHFL’S INTELLECTUAL PROPERTY RIGHTS, WARRANTIES AND COVENANTS MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY BHFL’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH BHFL SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTBHFL’S INTELLECTUAL PROPERTY RIGHTS.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED THE BANK DISCLAIMS ALL REPRESENTATIONS AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, IN FACT, BY STATUTE, BY OPERATION OF MERCHANTABILITY LAW, OR OTHERWISE, ARISING OUT OF, BY VIRTUE OF, RELATING TO, OR IN ANY WAY CONNECTED TO THE SERVICES OR THE AGREEMENT OR ANY DOCUMENTS REFERENCED HEREIN OR IN ANY OTHER MATERIAL, PRESENTATION, OR OTHER DOCUMENTS OR COMMUNICATIONS WHETHER ORAL OR WRITTEN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LACK OF VIRUSES, FREE FROM ERROR OR THAT THE SERVICES WILL BE CONTINUOUSLY AVAILABLE DURING THE SERVICES’ STATED BUSINESS HOURS, NOR DO THEY MAKE ANY PARTICULAR PURPOSE WARRANTY AS TO ANY PORTION RESULTS THAT MAY BE OBTAINED BY USE OF SUCH SERVICES OR THE ACCURACY OF INFORMATIONAL CONTENT. THE BANK AND ITS VENDORS DO NOT ASSUME RESPONSIBILITY FOR TIMELINESS OF, DELETION OF, MISROUTING OF OR FAILURE TO STORE ANY COMMUNICATIONS OR DATA. THE BANK AND ITS VENDORS SHALL NOT BE RESPONSIBLE FOR ANY LOSS ARISING FROM OR IN CONNECTION WITH ANY INACCURACY, ACT OR FAILURE TO ACT ON THE PART OF ANY PERSON NOT WITHIN THE BANK’S OR SUCH VENDOR’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, THE CUSTOMER, ANY FEDERAL RESERVE BANK OR TRANSMISSION OR COMMUNICATIONS FACILITY, ANY RECEIVING PARTY OR RECEIVING BANK, AND NO SUCH PERSON OR ENTITY SHALL BE DEEMED THE BANK’S AGENT OR SUCH VENDOR’S AGENT. THE CUSTOMER ACKNOWLEDGES THAT THE BANK HAS NOT ACTED AS THE CUSTOMER’S ADVISOR OR AS A FIDUCIARY WITH RESPECT TO THE AGREEMENT OR THE SERVICES. THE CUSTOMER ASSUMES THE ENTIRE RISK OF LOSS AS TO THE QUALITY AND PERFORMANCE OF THE PURCHASED ASSETSSERVICES AND THE DOCUMENTATION. BUYER REPRESENTS SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS. THE CUSTOMER EXPRESSLY AGREES THAT THE USE OF SUCH SERVICE IS AT THE CUSTOMER’S SOLE RISK. SERVICES PROVIDED BY ANY VENDOR ARE PROVIDED “AS IS” AND WITH ALL FAULTS, AND THE VENDOR AND THE BANK HEREBY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND LACK OF VIRUSES. THE CUSTOMER EXPRESSLY AGREES THAT THE USE OF SUCH SERVICE IS AT THE CUSTOMER’S SOLE RISK. THE VENDOR AND THE BANK DO NOT WARRANT THAT SUCH SERVICES WILL BE ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO NOVARTIS ANY RESULTS THAT BUYER HAS CONDUCTEDMAY BE OBTAINED BY USE OF SUCH SERVICES. THE VENDOR AND THE BANK SHALL HAVE NO RESPONSIBILITY FOR ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH THE USE OF, OR WILL CONDUCT PRIOR INABILITY TO CLOSINGUSE, SUCH INVESTIGATIONS OF ANY SERVICES UNLESS ACTUALLY INCURRED AND CAUSED DIRECTLY BY THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY VENDOR’S OR ON BEHALF OF NOVARTIS THE BANK’S GROSS NEGLIGENCE OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOWILLFUL MISCONDUCT. Without limiting the generality of the foregoing, OTHER THAN SUCH REPRESENTATIONSthe Bank does not make any representations or warranties with respect to the Services or the legal effect or sufficiency, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTunder Federal, State or local statutes or regulations or other laws, of any forms, documents, or other matters provided by the Bank from time to time in connection with this Agreement, and disclaims any expressed or implied warranties in connection therewith, including any warranties of fitness for a particular purpose or use and any warranties of merchantability with regard to the Services. The Bank does not make any representations or warranties with respect to the legal sufficiency, under Federal, State or local statutes or regulations or other laws, of any forms, documents, or other matters provided by the Bank from time to time in connection with the Agreement.

Disclaimer. EXCEPT FOR THE REPRESENTATIONS OF SELLER CONTAINED ---------- ELSEWHERE HEREIN, IT IS UNDERSTOOD, ACKNOWLEDGED EXPRESSLY UNDERSTOOD AND AGREED BY PURCHASER THAT IT IS PURCHASING THE REAL ESTATE "AS IS" AND "WHERE IS," AND WITH ALL FAULTS, AND THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES HEREIN, SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED WARRANTIES IMPLIED, BY OPERATION OF LAW OR REPRESENTATIONS OF ANY KIND OR CHARACTER OTHERWISE, WITH RESPECT TO THE PURCHASED ASSETS QUALITY, PHYSICAL CONDITION OR ANY VALUE OF THE REAL ESTATE, THE INCOME OR EXPENSES FROM OR OF THE REAL ESTATE, OR THE COMPLIANCE OF THE REAL ESTATE WITH APPLICABLE BUILDING OR FIRE CODES, LAWS OR OTHER MATTER LAWS, RULES, ORDERS OR THING REGARDING REGULATIONS INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS. WITHOUT LIMITING THE PURCHASED ASSETSFOREGOING, IT IS UNDERSTOOD AND AGREED THAT SELLER MAKES NO WARRANTY OF THE HABITABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”ACCORDINGLY, EXCEPT FOR THE PROVISIONS REGARDING SELLER'S REPRESENTATIONS AND WARRANTIES CONTAINED ELSEWHERE HEREIN, PURCHASER IS DEEMED TO BE RELYING ON ITS OWN DILIGENCE AND INVESTIGATIONS WITH RESPECT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED REAL ESTATE AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING IRREVOCABLY WAIVES ALL CLAIMS AGAINST SELLER WITH RESPECT TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLERREAL ESTATE, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS OTHER THAN CLAIMS FOR BREACH OF THE REPRESENTATIONS AND WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

Disclaimer. IT PLATFORM IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS PROVIDED “AS IS”. WHILE OWNER ENDEAVORS TO PROVIDE ACCURATE, WHERE ISCURRENT, WITH ALL FAULTS”AND TIMELY INFORMATION, EXCEPT OWNER MAKES NO REPRESENTATION, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, REGARDING THE PLATFORM INCLUDING, WITHOUT LIMITATION, NO REPRESENTATION, WARRANTY OR COVENANT THAT: (I) THE CONTENT CONTAINED IN OR MADE AVAILABLE THROUGH THE PLATFORM WILL BE OF MERCHANTABLE QUALITY AND/OR FIT FOR A PARTICULAR PURPOSE; (II) THE PLATFORM OR CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, TIMELY OR SUITABLE FOR ANY PARTICULAR PURPOSE; (III) THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; (IV) DEFECTS OR ERRORS, WHETHER HUMAN OR COMPUTER ERRORS, IN THE PLATFORM OR THE CONTENT WILL BE CORRECTED; (V) THE PLATFORM WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS; AND THAT (VI) COMMUNICATIONS TO OR FROM THE PLATFORM WILL BE SECURE AND/OR NOT INTERCEPTED. WHILE THE OWNER HAS ESTABLISHED GUIDELINES AND SAFEGUARDS TO PROTECT YOUR PI AND PHI, THE OWNER CANNOT GUARANTEE THE SECURITY OR CONFIDENTIALITY OF ANY COMMUNICATION TO OR FROM THE PLATFORM GIVEN THAT ANY INFORMATION TRANSMITTED OVER THE INTERNET IS GENERALLY NOT SECURE. OWNER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ASSUME NO LIABILITY RESULTING FROM THE RELEASE OF ANY INFORMATION OR MATERIAL CONTAINED IN THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS AND USE OF THE PLATFORM IS SOLELY AT YOUR OWN RISK AND LIABILITY. INSTALLATION ON YOUR PERSONAL ELECTRONIC DEVICE AND USE OF PLATFORM IS AT YOUR OWN RISK. NOTWITHSTANDING ANYTHING TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH CONTRARY IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS OWNER SHALL NOT BE RESPONSIBLE FOR ANY PARTICULAR PURPOSE AS LOSS OF YOUR PHI OR RELEASE OF IT TO ANY PORTION THIRD PARTY WHETHER ACCIDENTAL OR NOT. ALL LIABILITY, IF ANY, WITH REGARD TO SAFETY OF THE PURCHASED ASSETS. BUYER REPRESENTS YOUR PHI RESTS WITH YOUR HEALTH CARE PROVIDER TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY WHOM YOU COMMUNICATE YOUR PI AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTPHI USING PLATFORM.

Disclaimer. (a) IT IS UNDERSTOOD, ACKNOWLEDGED UNDERSTOOD AND AGREED THAT, THAT EXCEPT FOR THE WARRANTY OF TITLE CONTAINED IN THE DEED AND EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, (A) THE NOVARTIS DISCLOSURE SCHEDULEPROPERTY IS SOLD BY SELLER AND PURCHASED AND ACCEPTED BY PURCHASER ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, SUBJECT TO ANY CONDITION WHICH MAY EXIST, AND WITHOUT THE TRANSACTION DOCUMENTS EXISTENCE OF AND WITHOUT RELIANCE UPON ANY REPRESENTATION, WARRANTY, AGREEMENT, OR STATEMENT BY SELLER, OR ANYONE ACTING ON BEHALF OF SELLER INCLUDING, WITHOUT LIMITATION, ANY ANCILLARY AGREEMENT. BROKER, ENGINEER, ARCHITECT, ATTORNEY, SURVEYOR, APPRAISER, OR ENVIRONMENTAL CONSULTANT; (B) PURCHASER HAS OR WILL HAVE, PRIOR TO THE CLOSING THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY ON THE FOREGOING BASIS; AND (C) PURCHASER IS RELYING SOLELY UPON SUCH INSPECTIONS, EXAMINATION, AND EVALUATION OF THE PROPERTY BY PURCHASER IN PURCHASING THE PROPERTY ON AN “AS IS”, “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT IN ANY WAY LIMITING THE FOREGOINGREPRESENTATION, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, AGREEMENT OR STATEMENT BY SELLER OR ANYONE ACTING ON BEHALF OF SELLER, EXPRESS OR IMPLIED, OF MERCHANTABILITY ANY KIND OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETONATURE, OTHER THAN SUCH REPRESENTATIONSTHE WARRANTY OF TITLE CONTAINED IN THE DEED. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. (b) With respect to any information provided to Purchaser and any information made available to Purchaser by or on behalf of Seller, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTincluding, without limitation the Title Commitment and the Survey, Purchaser acknowledges and agrees that (i) Purchaser shall use and rely on such information at Purchaser’s own risk, (ii) the parties preparing such information are not the agents of Seller, (iii) Seller shall have no duty to advise Purchaser of any misrepresentations, misstatements, mistakes, errors or other inaccuracies contained in such information, and (iv) Seller shall have no and is hereby released from all liability to Purchaser, its successors and/or assigns, with respect to such information, including, without limitation any liability for misrepresentations, misstatements, mistakes, errors or other inaccuracies contained in such information, regardless of whether or not Seller actually knows of the existence thereof. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be deemed to affect any obligations of Seller, or release Seller from any liability whatsoever, as the tenant under the terms and provisions of the Office Lease.

Disclaimer. IT AGENT ACKNOWLEDGES THAT ALL SERVICES PROVIDED BY UE HEREUNDER ARE PROVIDED “AS IS” AND “WHERE IS” WITHOUT ANY WARRANTY WHATSOEVER AND THAT AGENT’S USE OF SUCH SERVICES IS UNDERSTOODAT AGENT’S OWN RISK. NEITHER UE NOR ANY OF UE’S AFFILIATES, ACKNOWLEDGED LICENSORS OR SUPPLIERS MAKES, AND AGREED THATAGENT IS NOT RECEIVING, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS ANY WARRANTIES, EXPRESS, IMPLIED OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER OTHERWISE WITH RESPECT TO THE PURCHASED ASSETS SERVICES PROVIDED HEREUNDER. UE AND ITS AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, TITLE AND/OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETSNON- INFRINGEMENT. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS UE IS NOT LIABLE FOR INVOLVED IN ANY TRANSACTION BETWEEN AGENT AND ANY PROSPECT. AS A RESULT, UE HAS NO CONTROL OVER THE INTEGRITY, QUALITY, SAFETY OR BOUND BYLEGALITY OF ANY LEAD OR THE TRUTH OR ACCURACY THEREOF. BECAUSE USER AUTHENTICATION ON THE INTERNET IS DIFFICULT, UE CANNOT AND DOES NOT CONFIRM THAT ANY EXPRESS PROSPECT IS WHO SUCH PROSPECT CLAIMS TO BE. IN THE EVENT AGENT HAS A DISPUTE WITH ANY PROSPECT, AGENT RELEASES UE AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL, DIRECT AND INDIRECT OR IMPLIED WARRANTIESOTHERWISE) OF EVERY KIND AND NATURE, GUARANTIESKNOWN AND UNKNOWN, REPRESENTATIONS SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING CONNECTED WITH ANY SUCH DISPUTE. AGENT IS SOLELY RESPONSIBLE FOR ITS RELATIONSHIPS WITH ANY PROSPECT AND FOR SEEKING ANY REMEDIES AND REDRESS DIRECTLY FROM ANY PROSPECT IN THE FOREGOING, NOVARTIS HEREBY DISCLAIMS EVENT OF ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTDISPUTE.

Disclaimer. IT (a) EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR ANY OTHER DOCUMENT ENTERED INTO IN CONNECTION HEREWITH (EACH, A “TRANSACTION DOCUMENT”), THE PARTIES ACKNOWLEDGE AND AGREE THAT NO PARTY HAS MADE OR DOES MAKE (AND NO PARTY IS UNDERSTOODRELYING UPON), ACKNOWLEDGED AND AGREED THATEACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR IMPLIED WARRANTIES OR REPRESENTATIONS GUARANTIES OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS WHATSOEVER, WHETHER EXPRESS, IMPLIED OR ANY OTHER MATTER STATUTORY, ORAL OR THING WRITTEN, PAST OR PRESENT, REGARDING THE PURCHASED ASSETS. BUYER ECLIPSE STOCK, AND EACH PARTY ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE ECLIPSE STOCK AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS”, “WHERE IS, ” BASIS WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN . THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION SECTION 2 SHALL SURVIVE CONSUMMATION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED TRANSACTIONS CONTEMPLATED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS CONTAINED IN THIS SECTION 2 ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF APPLICABLE LAW. ANY COVENANTS IMPLIED BY STATUTE OR LAW BY THE USE OF THE WORDS “CONTRIBUTE,” “CONVEY,” “ASSIGN,” “TRANSFER,” OR “DELIVER” OR ANY OF THEM OR ANY OTHER WORDS USED IN THIS AGREEMENT ARE HEREBY EXPRESSLY DISCLAIMED, WAIVED OR NEGATED. (c) Each Party hereby waives compliance with any applicable bulk sales law or any similar law in any applicable jurisdiction in respect of the transactions contemplated by this Agreement.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORISED TO (i) USE THE PURCHASED ASSETS PROWORKFLOW TRADEMARK, NAME OR ANY OF OUR OTHER MATTER OR THING REGARDING INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONLINKS, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BYTHE LICENSED MATERIALS (COLLECTIVELY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES “PROWORKFLOWIP”) (OR ANY AGENT REPRESENTING VARIATIONS OR PURPORTING MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO REPRESENT SELLERANY OF THE FOREGOING) WITHOUT PROWORKFLOW’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE PROWORKFLOW IP IN A DOMAIN OR WEBSITE NAME, TO WHOMEVER MADE IN ANY BIDS FOR KEYWORDS OR GIVENGOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), DIRECTLY IN ANY SEARCH ENGINE ADVERTISING (PAID OR INDIRECTLYOTHERWISE), ORALLY IN ANY METATAGS, GOOGLE ADS, BING ADS, CAPTERRA, (OR IN WRITINGSIMILAR PROGRAMS AT OTHER SEARCH ENGINES), UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENTKEY WORDS, THE NOVARTIS DISCLOSURE SCHEDULEADVERTISING, THE TRANSACTION DOCUMENTS SEARCH TERMS, CODE, OR ANY ANCILLARY AGREEMENT. WITHOUT OTHERWISE; (iii) ACT IN ANY WAY LIMITING THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE FOREGOING, NOVARTIS HEREBY DISCLAIMS USE OF PROWORKFLOW IP ON THE INTERNET OR IN ANY WARRANTY, EXPRESS OR IMPLIED, SEARCH ENGINE ADVERTISING. YOUR USE OF MERCHANTABILITY OR FITNESS FOR PROWORKFLOW IP IN ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOMANNER, OTHER THAN SUCH REPRESENTATIONSAS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF PROWORKFLOW’S INTELLECTUAL PROPERTY RIGHTS, WARRANTIES AND COVENANTS MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY PROWORKFLOW’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH PROWORKFLOW SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTPROWORKFLOW’S INTELLECTUAL PROPERTY RIGHTS.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS EXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSOR MAKES NO EXPRESS REPRESENTATIONS OR IMPLIED WARRANTIES TO ANY PERSON OR REPRESENTATIONS OF ANY KIND OR CHARACTER ENTITY WITH RESPECT TO THE PURCHASED ASSETS GETINGE SOFTWARE, UPGRADES, CORRECTIONS, DOCUMENTATION OR THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: THE GETINGE SOFTWARE, UPGRADES, CORRECTIONS, AND DOCUMENTATION ARE PROVIDED "AS IS," AND LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE GETINGE SOFTWARE, UPGRADES, CORRECTIONS, DOCUMENTATION OR ANY OTHER MATTER INFORMATION CONTAINED THEREIN OR THING REGARDING OTHERWISE PROVIDED PURSUANT TO THIS AGREEMENT, OR OF THE PURCHASED ASSETSSERVICES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. BUYER ACKNOWLEDGES LICENSOR DOES NOT WARRANT THAT OPERATION OF ANY COMPONENT OF THE GETINGE SOFTWARE, UPGRADES, CORRECTIONS, DOCUMENTATION OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL DEFECTS WILL BE REPAIRED. WITHOUT LIMITING THE FOREGOING, LICENSOR SPECIFICALLY DISCLAIMS ALL EXPRESS WARRANTIES NOT STATED HEREIN AND AGREES THAT UPON CLOSING SELLERS SHALL SELL ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO LICENSOR AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY EXPANSION, MODIFICATION OR ADDITION TO THIS LIMITATION AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE EXCLUSION OF WARRANTIES IN THIS AGREEMENT. BUYER LICENSOR HAS NOT RELIED AND WILL NOT RELY ONNO RESPONSIBILITY OR LIABILITY ARISING FROM OR RELATED TO: (1) ANY DATA OR DATA OUTPUT CONTAINED IN THE SOFTWARE, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BYUPGRADES, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDCORRECTIONS, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.DOCUMENTATION,

Disclaimer. IT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT EPC IS UNDERSTOODPROVIDED “AS IS” and “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER, ACKNOWLEDGED AND AGREED THATINCLUDING, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. USAC DOES NOT WARRANT EPC WILL BE ERROR-FREE, OR REPRESENTATIONS PROVIDED OR AVAILABLE WITHOUT INTERRUPTION OR WITH CONTINUOUS ACCESS, OR SECURE, OR THAT ERRORS OR DEFECTS CAN OR WILL BE FIXED, AND USAC ASSUMES NO LIABILITY WHATSOEVER FOR EPC, ITS CONTENTS OR YOUR USE OF EPC. THE FOREGOING DISCLAIMERS ALSO APPLY TO USAC’S SUPPLIERS AND LICENSORS OF PRODUCTS AND SERVICES. USAC has no obligation to provide updates, support and/or maintenance with respect to EPC. USAC makes no representations or warranties as to the accuracy or completeness of EPC, and you accept responsibility for, and acknowledge that you exercise your own independent judgment in, your use of EPC and any results obtained therefrom. ADDITIONALLY, THE SOFTWARE CONTAINS SOFTWARE LICENSED TO USAC FROM CERTAIN THIRD PARTY LICENSORS (“THIRD PARTY LICENSORS”). THE SOFTWARE IS LICENSED “AS IS” AND USAC AND THE THIRD PARTY LICENSORS MAKE NO WARRANTY TO YOU IN CONNECTION WITH THE SOFTWARE. USAC AND THE THIRD PARTY LICENSORS EXPRESSLY DISCLAIM ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES IN CONNECTION WITH THE SOFTWARE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. USAC AND THE THIRD PARTY LICENSORS ARE NOT LIABLE FOR ANY DAMAGES OF ANY KIND OR CHARACTER WITH RESPECT RESULTING FROM YOUR USE OF THE SOFTWARE, INCLUDING WIHTOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES. THE THIRD PARTY LICENSORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THE PROVISIONS OF THIS AGREEMENT RELATING TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THIRD PARTY LICENSOR’S SOFTWARE INCORPORATED INTO THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTSOFTWARE.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING THE REPRESENTATIONS AND CONVEY WARRANTIES IN THIS ARTICLE 3 (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULES), ANY CERTIFICATE DELIVERED PURSUANT HERETO, OR ANY TRANSACTION DOCUMENT (I) SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO BUYER THE CONDITION, VALUE OR QUALITY OF TEAMGLOBAL OR ITS ASSETS, AND BUYER SHALL ACCEPT SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO TEAMGLOBAL OR ITS ASSETS, OR THE PURCHASED ABSENCE OF ANY DEFECTS IN THE ASSETS OF TEAMGLOBAL, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT TEAMGLOBAL AND ITS ASSETS AND LIABILITIES ARE BEING ACQUIRED THROUGH THE TRANSACTIONS “AS IS, WHERE IS” ON THE CLOSING DATE, WITH ALL FAULTS”AND IN THEIR PRESENT CONDITION, AND BUYER SHALL RELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF; (II) NONE OF SELLER NOR ANY OF ITS AFFILIATES, NOR ANY REPRESENTATIVE OF THE FOREGOING, IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED EXCEPT TO THE EXTENT EXPRESSLY AS PROVIDED IN THIS ARTICLE 3 AND AS OTHERWISE SET FORTH ELSEWHERE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OTHER STATEMENT OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE MADE, COMMUNICATED, OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR ITS REPRESENTATIVES (INCLUDING ANY OPINION, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENTINFORMATION, THE NOVARTIS DISCLOSURE SCHEDULEPROJECTION, THE TRANSACTION DOCUMENTS OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR ANY ANCILLARY AGREEMENT. WITHOUT IN BUYER REPRESENTATIVE BY ANY WAY LIMITING THE FOREGOINGDIRECTOR, NOVARTIS OFFICER, EMPLOYEE, AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER OR ANY SELLER AFFILIATE) IS SUPERSEDED HEREBY; AND (III) SELLER HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS ALL LIABILITY AND RESPONSIBILITY FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY FOREGOING REFERENCED IN SUB-CLAUSES (I) AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT(II).

Disclaimer. IT THE AIRCRAFT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “BE LEASED HEREUNDER "AS IS, " AND ---------- "WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER ." LESSOR HAS NOT RELIED AND WILL SHALL NOT RELY ONBE DEEMED TO HAVE MADE (WHETHER BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS LEASE, OR HAVING ACQUIRED THE AIRCRAFT, OR HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS LEASE OR OTHERWISE), AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS LESSOR HEREBY SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE (EXCEPT AS HEREIN BELOW PROVIDED), CONDITION, DESIGN, OPERATION. MERCHANTABILITY, FREEDOM FROM CLAIMS OF MERCHANTABILITY INTERFERENCE OR INFRINGEMENT OR THE LIKE, OR FITNESS FOR ANY USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT, THE ABSENCE THEREFROM OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO ANY PORTION OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), WITH RESPECT TO THE AIRCRAFT AND LESSEE HEREBY WAIVES, RELEASES, RENOUNCES AND DISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY SUCH WARRANTY OR WARRANTIES. LESSOR SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY TO LESSEE OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF LESSOR OR OTHERWISE, FOR (1) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY ENGINE OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTION THEREWITH, (II) THE USE, OPERATION OR PERFORMANCE OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDAIRCRAFT OR ANY RISKS RELATING THERETO, (ITT) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR WILL CONDUCT PRIOR TO CLOSINGANTICIPATED PROFITS OR CONSEQUENTIAL DAMAGES OR (IV) THE DELIVERY, SUCH INVESTIGATIONS OPERATION, SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, AIRCRAFT. THE WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY REPRESENTATIONS SET FORTH IN THIS AGREEMENTSECTION 7.1 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND LESSOR SHALL NOT BE DEEMED TO HAVE MADE ANY OTHER WARRANTIES, EXCEPT AND ONLY TO THE EXTENT OF THOSE WARRANTIES SET FORTH IN SECTION 4 OF THIS LEASE.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED BUYER AND AGREED THAT, SELLER AGREE THAT (A) EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS IN ARTICLE III AND ARTICLE IV NONE OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS ISACQUIRED COMPANIES, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS THEIR RESPECTIVE AFFILIATES OR ANY AGENT REPRESENTING OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER REPRESENTATIVES MAKE OR HAVE MADE ANY REPRESENTATION OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF AT LAW OR IN EQUITY, WITH RESPECT TO THE ACQUIRED COMPANIES, THE SHARES, THE ASSETS OR THE BUSINESS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS PURPOSE, (II) THE OPERATION OF THE BUSINESS BY BUYER AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE ACQUIRED COMPANIES OR THE BUSINESS AFTER THE CLOSING, AND (B) OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF SELLER SET FORTH IN ARTICLE IX, OR EXCEPT FOR FRAUD, NONE OF SELLER, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY PORTION OF LIABILITY OR INDEMNIFICATION OBLIGATION TO BUYER OR TO ANY OTHER PERSON RESULTING FROM THE PURCHASED ASSETS. BUYER REPRESENTS DISTRIBUTION TO NOVARTIS THAT BUYER HAS CONDUCTEDBUYER, ITS AFFILIATES OR REPRESENTATIVES OF, OR WILL CONDUCT PRIOR TO CLOSINGBUYER’S USE OF, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY RELATING TO THE ACQUIRED COMPANIES, THE BUSINESS OR THE ASSETS AND ANY INFORMATION, DOCUMENTS OR MATERIALS MADE AVAILABLE TO BUYER, WHETHER ORALLY OR IN WRITING, IN ANY “DATA ROOM” (INCLUDING ANY “VIRTUAL DATA ROOM”), MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF NOVARTIS BUYER OR ITS AGENTS OR EMPLOYEES IN ANY OTHER FORM IN CONNECTION WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT IN THE CASE OF FRAUD, ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED BY THE ACQUIRED COMPANIES AND SELLER.

Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IT IS UNDERSTOOD, ACKNOWLEDGED UNDERSTOOD AND AGREED THAT, THAT THE PORTFOLIO IS BEING SOLD AND CONVEYED HEREUNDER “AS IS WHERE IS” WITH ANY AND ALL FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY SELLERS EXCEPT AS EXPRESSLY SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS AND IN THE DOCUMENTS EXECUTED BY SELLERS AT CLOSING. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE DOCUMENTS EXECUTED BY SELLERS AT CLOSING, ALL REPRESENTATIONS AND WARRANTIES MADE BY SELLERS HEREIN SHALL SURVIVE FOR A PERIOD OF ONE (1) YEAR AFTER THE CLOSING AND THE CONVEYANCE OF THE PROPERTY TO PURCHASER. SELLERS HAVE NOT MADE AND DO NOT HEREBY MAKE AND HEREBY SPECIFICALLY DISCLAIM (EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE DOCUMENTS EXECUTED BY SELLERS AT CLOSING) ANY REPRESENTATIONS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PURCHASED ASSETS PORTFOLIO, ITS CONDITION (INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY REGARDING QUALITY OF CONSTRUCTION, STATE OF REPAIR, WORKMANSHIP, MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE), ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES OF THE OWNER THEREOF, THE SELLER DELIVERY ITEMS, OR ANY OTHER MATTER OR THING REGARDING RELATING TO OR AFFECTING THE PURCHASED ASSETSPORTFOLIO, AND SELLERS HEREBY DISCLAIM AND RENOUNCE ANY OTHER REPRESENTATION OR WARRANTY. BUYER PURCHASER, BY ITS ACCEPTANCE OF THE DEED AT CLOSING, ACKNOWLEDGES AND AGREES THAT PURCHASER IS PURCHASING THE PORTFOLIO WITHOUT RELYING (EXCEPT FOR PURCHASER’S RELIANCE ON SELLERS’ REPRESENTATIONS AND WARRANTIES AS EXPRESSLY SET FORTH HEREIN AND IN THE DOCUMENTS EXECUTED BY SELLERS AT CLOSING) UPON CLOSING ANY SUCH REPRESENTATION, WARRANTY, STATEMENT OR OTHER ASSERTION, ORAL OR WRITTEN, MADE BY SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING REPRESENTATIVE OF SELLERS OR ANY OTHER PERSON ACTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS ACT FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES SELLERS WITH RESPECT THERETOTO THE PORTFOLIO BUT RATHER IS RELYING UPON ITS OWN EXAMINATION AND INSPECTION OF THE PROPERTIES. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL ESTATE AND THAT IT IS RELYING ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN PURCHASING THE PROPERTIES. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS PARAGRAPH WERE A MATERIAL FACTOR IN THE DETERMINATION OF THE PURCHASE PRICE FOR THE PROPERTIES. SELLERS AND PURCHASER HEREBY AGREE THAT, OTHER THAN SUCH REPRESENTATIONSNOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, WARRANTIES AND COVENANTS THIS SECTION 6.4 SHALL SURVIVE THE CLOSING OR ANY RESCISSION, CANCELLATION, OR TERMINATION OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED EXCEPT FOR THE REPRESENTATIONS AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES SPECIFICALLY AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE III, THE SHAREHOLDER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OTHER PERSON OR ENTITY ACTING ON ITS BEHALF MAKES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY OTHER PROMISE, AGREEMENT OR EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY TO THE SHAREHOLDER RELATED TO THE COMPANY, THE SHARES, THE PRICE TO BE PAID FOR THE SHARES, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING SAME, EACH SUCH EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BEING SPECIFICALLY DISCLAIMED BY THE COMPANY. THE SHAREHOLDER EXPRESSLY WAIVES AND DISCLAIMS ANY CLAIMS AGAINST THE COMPANY FOR FRAUD OR FRAUDULENT INDUCEMENT TO ENTER INTO THIS AGREEMENT IN RELIANCE UPON OR BASED UPON ANY SUCH PROMISES, AGREEMENTS, REPRESENTATIONS OR STATEMENTS OR OTHERWISE. THE SHAREHOLDER FURTHER AGREES THAT THE COMPANY SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO THE SHAREHOLDER OR ITS SUCCESSORS OR ASSIGNS WITH RESPECT TO THE COMPANY’S REPRESENTATIONS OR WARRANTIES OR FAILURE BY THE COMPANY TO DISCLOSE ANY INFORMATION, IF THE SHAREHOLDER KNEW OR HAD REASON TO KNOW THAT SUCH REPRESENTATION OR WARRANTY WAS INCORRECT WHEN MADE.

Disclaimer. IT YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS APP IS UNDERSTOODAT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, ACKNOWLEDGED PERFORMANCE, ACCURACY AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS EFFORT IS WITH YOU. INSTALLATION OF ANY KIND OR CHARACTER WITH RESPECT TO THIS APP MAY AFFECT THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETSUSABILITY OF THIRD PARTY APPS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS THIS APP IS PROVIDED “AS IS, WHERE IS” AND THE SERVICE “AS AVAILABLE”, WITH ALL FAULTS”FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, EXCEPT FOR FRAUD AND FRAUDULENT MISREPRESENTATION. ASCENSIA, ITS AFFILIATES, SUPPLIERS, LICENSEES AND ITS REPRESENTATIVES, EXPRESSLY DISCLAIM, AND YOU HEREBY EXPRESSLY WAIVE, ALL CONDITIONS, WARRANTIES, REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY WHICH MAY APPLY TO THIS APP OR ANY INFORMATION DISPLAYED OR CONTENT ON IT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, LACK OF VIRUSES, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY PARTICULAR PURPOSE AS WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ASCENSIA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR USE OR ENJOYMENT OF THIS APP OR THAT FUNCTIONS CONTAINED IN THIS APP WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THIS APP WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS IN THIS APP WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ASCENSIA, ITS AFFILIATES, SUPPLIERS, LICENSEES OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THIS APP PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. THE FOREGOING DISCLAIMER OF WARRANTIES APPLIES TO THIS APP AND NOT TO ANY PORTION CONTOUR CONNECTED METER. EACH CONTOUR CONNECTED METER IS SUBJECT TO THE TERMS AND CONDITIONS OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF LIMITED WARRANTY PROVIDED WITH THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTMETER.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO FOR THE EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, ALL MATERIALS AND DELIVERABLES PROVIDED BY ONE PARTY TO THE NOVARTIS DISCLOSURE SCHEDULEOTHER PARTIES HEREUNDER ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRANSACTION DOCUMENTS PARTIES MAKE NO OTHER WARRANTIES OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOINGCONDITIONS, NOVARTIS HEREBY EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE AS TO ANY PORTION OF PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT. EXCEPT FOR THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, EXPRESS WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH MADE IN THIS AGREEMENT, YAHOO!, ITS LICENSORS AND THE YAHOO! AFFILIATES MAKE NO WARRANTY THAT THE YAHOO! SOFTWARE WILL MEET USERS’ REQUIREMENTS, THAT THE YAHOO! SOFTWARE AND YAHOO! PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO YAHOO!, ITS LICENSORS, OR THE YAHOO! AFFILIATES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE YAHOO! SOFTWARE AND YAHOO! PROPERTIES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE YAHOO! SOFTWARE OR YAHOO! PROPERTIES, OR THAT DEFECTS IN THE YAHOO! SOFTWARE OR YAHOO! PROPERTIES WILL BE CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, DIVX, ITS LICENSORS AND THE DIVX AFFILIATES MAKE NO WARRANTY THAT THE DIVX SOFTWARE WILL MEET USERS’ REQUIREMENTS, THAT THE DIVX SOFTWARE AND DIVX SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO DIVX, ITS LICENSORS, OR THE DIVX AFFILIATES MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DIVX SOFTWARE AND DIVX SITES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE DIVX SOFTWARE OR DIVX SITES, OR THAT DEFECTS IN THE DIVX SOFTWARE OR DIVX SITES WILL BE CORRECTED.

Disclaimer. IT THE PLATFORM IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS PROVIDED “AS IS.” MHC, WHERE ISITS SUPPLIERS AND VENDORS, WITH ALL FAULTSAND ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SUPPLIERS, VENDORS, LICENSORS OR PARTNERS (COLLECTIVELY, “MHC PARTIES”), EXCEPT TO THE MAXIMUM EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONPERMITTED BY LAW, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED DISCLAIM ALL WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO MHC PARTY WARRANTS THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, TIMELY, 100% SECURE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. HEARING AID PROVIDER ACKNOWLEDGES AND AGREES THAT TEMPORARY INTERRUPTIONS IN SERVICES MAY OCCUR, AND MHC PARTIES SHALL NOT HAVE LIABILITY FOR ANY PARTICULAR PURPOSE AS CLAIM, COST, CHARGE, LOSS OR EXPENSE ARISING FROM OR RELATING TO ANY PORTION SUCH TEMPORARY INTERRUPTION. HEARING AID PROVIDER ACKNOWLEDGES AND AGREES THAT DATA MAY BE LOST OR CORRUPTED IN CONNECTION WITH USE OF THE PURCHASED ASSETSPLATFORM. BUYER REPRESENTS FURTHER, NO MHC PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO NOVARTIS THAT BUYER HAS CONDUCTEDSERVICES PROVIDED BY THIRD PARTY PROVIDERS RELATING TO THE PLATFORM, INCLUDING THIRD PARTY TECHNOLOGY PROVIDERS OR WILL CONDUCT PRIOR TELEMEDICINE PROVIDERS. TO CLOSINGTHE MAXIMUM EXTENT PERMITTED BY LAW, HEARING AID PROVIDER XXXXXX XXXXXX ANY CLAIM AGAINST EACH MHC PARTY RELATING TO SUCH INVESTIGATIONS THIRD PARTY SERVICES AND AGREES ANY SUCH CLAIM WILL, AS BETWEEN THE APPLICABLE MHC PARTY AND SUCH THIRD PARTY SERVICE PROVIDER, BE SOLELY AGAINST SUCH THIRD PARTY SERVICE PROVIDER. ADDITIONALLY, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, HEARING AID PROVIDER ACKNOWLEDGES AND AGREES (A) NO PART OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY PLATFORM CONSTITUTES THE PROVISION OF MEDICAL ADVICE OR SERVICES IN ANY MANNER, AND WILL RELY SOLELY UPON SAME (B) THE PLATFORM DOES NOT ENSURE HEARING AID PROVIDER’S COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS. MHC DOES NOT ENDORSE THE TELEHEALTH PROVIDERS THAT SUBSCRIBE TO AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF USE THE PLATFORM, CANNOT GUARANTEE THEIR CREDENTIALS, AND CANNOT GUARANTEE THE QUALITY OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTTHE TELEMEDICINE SERVICES THEY PROVIDE.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 4, NEITHER SELLERS NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKES NO OR HAS MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN RESPECT OF THE PURCHASED ASSETS, ASSUMED LIABILITIES, LICENSED MANUFACTURING KNOW-HOW, THE PRODUCT OR THE PRODUCT INTELLECTUAL PROPERTY, WHETHER ORALLY OR IN WRITING, IN CERTAIN ELECTRONIC AND PHYSICAL “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PURCHASERS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED, INCLUDING ANY IMPLIED WARRANTIES REPRESENTATION OR REPRESENTATIONS OF ANY KIND OR CHARACTER WARRANTY WITH RESPECT TO (i) MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR (ii) THE PURCHASED PROBABLE SUCCESS OR PROFITABILITY OF THE PRODUCT AFTER THE CLOSING. WITHOUT LIMITING THE FOREGOING, THE TRANSFERRED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED ,” AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING WARRANTIES OF ANY KIND; AND 4.12.2 NEITHER SELLERS NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASERS OR TO ANY OTHER PERSON RESULTING FROM THE PURCHASED ASSETS MADE OR FURNISHED BY SELLERDISTRIBUTION TO PURCHASERS, ITS AFFILIATES OR REPRESENTATIVES OF, OR PURCHASERS’ USE OF, ANY AGENT REPRESENTING INFORMATION RELATING TO THE PRODUCT, INCLUDING ANY INFORMATION, DOCUMENTS OR PURPORTING MATERIAL MADE AVAILABLE TO REPRESENT SELLERPURCHASERS, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, WHETHER ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENTCERTAIN ELECTRONIC AND PHYSICAL “DATA ROOMS,” MANAGEMENT PRESENTATIONS, THE NOVARTIS DISCLOSURE SCHEDULEFUNCTIONAL “BREAK-OUT” DISCUSSIONS, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS RESPONSES TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR QUESTIONS SUBMITTED ON BEHALF OF NOVARTIS PURCHASERS OR ITS AGENTS IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS. ANY SUCH OTHER REPRESENTATION OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE WARRANTY IS HEREBY EXPRESSLY SET FORTH IN THIS AGREEMENT.DISCLAIMED. 4.13

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED EXPRESSLY UNDERSTOOD BY THE PARTIES HERETO THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT SUBJECT TO SELLER’S LIMITED INDEMNITY PURSUANT TO SECTION 8.2 BELOW, THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “ARE ACQUIRED AS IS, WHERE IS, WITH ALL FAULTS”FAULTS AND DEFECTS, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED BOTH PATENT AND WILL NOT RELY ONLATENT, AND NOVARTIS IS NOT LIABLE WITHOUT WARRANTIES OF ANY KIND, MERCHANTABILITY, OR FITNESS FOR OR BOUND BYA PARTICULAR PURPOSE, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDLESS OF MERCHANTABILITY HOW SUCH FAULTS AND DEFECTS WERE CAUSED OR FITNESS FOR ANY PARTICULAR PURPOSE CREATED (BY SELLER’S NEGLIGENCE, ACTIONS, OMISSIONS, OR FAULT, OR OTHERWISE). BY CLOSING, BUYER ACKNOWLEDGES IT HAS HAD OR WILL HAVE HAD PRIOR TO CLOSING A REASONABLE OPPORTUNITY TO INSPECT AND EXAMINE THE CONDITION OF EACH AND EVERY ASSET AND, SUBJECT TO SELLER’S LIMITED INDEMNITY PURSUANT TO SECTION 8.2 BELOW, BUYER IS AWARE OF AND ACCEPTS THE CONDITION OF EACH AND EVERY ASSET. ALTHOUGH SELLER HAS MADE, AND UNTIL CLOSING WILL MAKE, ALL OF ITS FILES AND RECORDS AVAILABLE TO BUYER, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, EXCEPT AS SET FORTH IN SECTION 3 OF THIS AGREEMENT, AS TO THE ACCURACY OR COMPLETENESS OF ANY PORTION TITLE OPINION, DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION, OR MATERIALS NOW, HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE ASSETS INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE PURCHASED ASSETS, THE PRICING ASSUMPTIONS, THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, ANY OTHER MATTERS CONTAINED IN THE DATA, OR ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO BUYER BY SELLER. BUYER REPRESENTS TO NOVARTIS THAT IN ENTERING INTO AND PERFORMING THIS AGREEMENT, BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY RELIED AND WILL RELY SOLELY UPON SAME SELLER’S REPRESENTATIONS AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN ARTICLE 3 OF THIS AGREEMENTAGREEMENT AND UPON BUYER’S INDEPENDENT INVESTIGATION OF, AND JUDGMENT WITH RESPECT TO, THE ASSETS AND PROPERTIES AND THEIR VALUE.

Disclaimer. IT THE BUYER, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF THE ACQUIRED ASSETS AND THE BUSINESS AND IS UNDERSTOODNOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES, ACKNOWLEDGED EXPRESS OR IMPLIED, PROVIDED ORALLY OR CONTAINED IN ANY MATERIALS PROVIDED BY THE SELLER, THE XXXXXX SUBSIDIARY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, OR OTHERWISE (INCLUDING ANY ITEMS MADE AVAILABLE TO BUYER IN THE DATA ROOM OR MANAGEMENT PRESENTATIONS), OTHER THAN AS EXPRESSLY PROVIDED IN ARTICLE 3 (INCLUDING THE DISCLOSURE SCHEDULES), IN DECIDING TO ENTER INTO THIS AGREEMENT AND AGREED THE OTHER TRANSACTION DOCUMENTS AND CLOSE THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT, NONE OF THE PARTIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIALS MADE AVAILABLE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. IN CONNECTION THEREWITH, (a) THE BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTH OTHERWISE EXPRESSLY PROVIDED HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO IN THE PURCHASED TRANSACTION DOCUMENTS, IN ACQUIRING THE ACQUIRED ASSETS, THE BUYER IS ACQUIRING THE ACQUIRED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS ON AN “AS IS, WHERE IS, WITH ALL FAULTS”” BASIS AND (b) THE SELLER ON BEHALF OF ITSELF AND ITS AFFILIATES, EXCEPT TO EXPRESSLY DISCLAIMS, AND THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED UPON, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO (i) TITLE TO ANY ASSETS OF THE SELLER, INCLUDING THE ACQUIRED ASSETS, (ii) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM RELATING TO THE BUSINESS OR ASSETS OF THE SELLER INCLUDING THE ACQUIRED ASSETS, (iii) ANY ESTIMATES OF THE VALUE OF THE BUSINESS OR THE ASSETS OF THE SELLER, INCLUDING THE ACQUIRED ASSETS, OR FUTURE REVENUES GENERATED THEREBY, (iv) THE MAINTENANCE, REPAIR, CONDITION, ENVIRONMENTAL CONDITION, PRESENCE OF ANY HAZARDOUS SUBSTANCES OR OTHER MATERIALS ON OR AT ANY REAL PROPERTY OR THE ACQUIRED ASSETS, QUALITY, SUITABILITY, DESIGN, MARKETABILITY, PROSPECTS (FINANCIAL OR OTHERWISE) OR RISKS AND WILL NOT RELY ONOTHER INCIDENTS OF THE BUSINESS OR ASSETS OF THE SELLER, INCLUDING THE ACQUIRED ASSETS OR (v) ANY OTHER DUE DILIGENCE INFORMATION, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE AS OR CONFORMITY TO ANY PORTION OF MODELS OR SAMPLES, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS PARTIES THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF EXCEPT FOR THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT AND THE TRANSACTION DOCUMENTS, THE BUYER SHALL BE DEEMED TO BE OBTAINING ALL OF THE ACQUIRED ASSETS, IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.”

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER PURCHASER ACKNOWLEDGES AND AGREES THAT UPON PURCHASER HAS BEEN GIVEN THE OPPORTUNITY UNDER THIS AGREEMENT TO INSPECT AND INVESTIGATE THE PROPERTY AND PERFORM ALL DUE DILIGENCE OF THE PROPERTY THAT PURCHASER MAY DESIRE TO DO. THE CLOSING SELLERS SHALL SELL BE CONCLUSIVE EVIDENCE THAT PURCHASER HAS ACCEPTED AND CONVEY TO BUYER APPROVED THE PROPERTY IN ALL RESPECTS; EXCEPT FOR THOSE REPRESENTATIONS AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE WARRANTIES MADE BY SELLER CONTAINED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE IN ARTICLE 5. BUYER HAS NOT RELIED AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER AND WILL NOT RELY ONPURCHASER AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND NOVARTIS IS NOT LIABLE EXCEPT FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, SELLER’S REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY AND WARRANTIES SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULEINCLUDING, WITHOUT LIMITATION, THOSE IN ARTICLE 5, THE TRANSACTION DOCUMENTS PROPERTY IS CONVEYED, ASSIGNED AND TRANSFERRED BY SELLER TO PURCHASER “AS IS”, WITH ALL FAULTS AND DEFECTS, AND PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOINGKIND OR CHARACTER WHATSOEVER, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO (A) THE NATURE, QUALITY OR CONDITION OF MERCHANTABILITY THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, OR FITNESS THE PRESENCE OR ABSENCE OF ANY POLLUTANT, HAZARDOUS WASTE, GAS OR SUBSTANCE OR SOLID WASTE ON OR ABOUT THE PROPERTY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME ALL ACTIVITIES AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS USES WHICH PURCHASER OR ITS AGENTS AFFILIATES OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.NOMINEES MAY INTEND TO CONDUCT THEREON,

Disclaimer. EACH PARTY AGREES THAT IN ENTERING INTO THIS AGREEMENT IT IS UNDERSTOODHAS NOT RELIED UPON ANY ADVICE, ACKNOWLEDGED INFORMATION, OR REPRESENTATIONS, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE OTHER PARTY OR ELSEWHERE AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES THAT NO EXPRESS WARRANTY OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETSEXIST BEYOND THOSE EXPRESSLY STATED IN THIS AGREEMENT. BUYER CUSTOMER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS NON- HUDL HARDWARE IS SUBJECT TO SEPARATE WARRANTIES PROVIDED BY ITS MANUFACTURER(S) AND THAT THE WARRANTIES IN SECTION 8 DO NOT APPLY, AND HUDL STRICTLY DISCLAIMS, ALL WARRANTIES WITH RESPECT TO NON-HUDL HARDWARE. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT: (A) CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE PRODUCTS AND FOR CONCLUSIONS DRAWN FROM SUCH USE; (B) HUDL AND ITS AFFILIATES SHALL SELL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION OR CONTENT, ANY INSTRUCTIONS, SCRIPTS, OR CUSTOMER MATERIALS PROVIDED TO HUDL OR ITS AFFILIATES BY CUSTOMER IN CONNECTION WITH THE PRODUCTS, OR ANY ACTIONS TAKEN BY HUDL OR ITS AFFILIATES AT CUSTOMER’S DIRECTION; (C) NO WARRANTY OF ANY KIND THAT THE DELIVERABLES, PRODUCTS OR CONTENT WILL MEET CUSTOMER’S REQUIREMENTS IS MADE OR GIVEN; (D) ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND CONVEY ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, ARE, TO BUYER THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT; AND BUYER SHALL ACCEPT (E) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8, THE PURCHASED ASSETS PRODUCTS, DELIVERABLES, AND CONTENT ARE PROVIDED TO CUSTOMER ON AN “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT” BASIS.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE SET FORTH IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ONARTICLE 3 OR THE SPECIAL WARRANTY OF DEFENSIBLE TITLE IN THE INSTRUMENT OF CONVEYANCE, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND NOVARTIS IS NOT LIABLE DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR OR BOUND BYANY REPRESENTATION, ANY EXPRESS OR IMPLIED WARRANTIESWARRANTY, GUARANTIESSTATEMENT, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, COMMUNICATED (ORALLY OR IN WRITING) TO BUYER (INCLUDING ANY OPINION, UNLESS SPECIFICALLY INFORMATION, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES BY ANY RESPECTIVE AFFILIATE OR REPRESENTATIVE OF SELLER OR BY ANY INVESTMENT BANK OR INVESTMENT BANKING FIRM, ANY PETROLEUM ENGINEER OR ENGINEERING FIRM, SELLER’S COUNSEL, OR ANY OTHER AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENTARTICLE 3 OR THE SPECIAL WARRANTY OF DEFENSIBLE TITLE IN THE INSTRUMENT OF CONVEYANCE, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE, OR OTHERWISE, RELATING TO %3. THE TITLE TO ANY OF MERCHANTABILITY THE CONVEYED ASSETS, %3. THE CONDITION OF THE ASSETS (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS), IT BEING DISTINCTLY UNDERSTOOD THAT THE CONVEYED ASSETS ARE BEING SOLD “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS AS TO ALL MATTERS,” %3. ANY PORTION INFRINGEMENT BY SELLER OF THE PURCHASED ASSETSANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PARTY, %3. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTEDANY INFORMATION, DATA, OR WILL CONDUCT PRIOR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS SELLER (INCLUDING THE EXISTENCE OR ITS AGENTS EXTENT OF HYDROCARBONS OR EMPLOYEES THE MINERAL RESERVES), THE RECOVERABILITY OF SUCH RESERVES, ANY PRODUCT PRICING ASSUMPTIONS AND THE ABILITY TO SELL HYDROCARBON PRODUCTION AFTER THE CLOSING, %3. THE ENVIRONMENTAL CONDITION AND OTHER CONDITIONS OF THE CONVEYED ASSETS AND ANY POTENTIAL LIABILITY ARISING FROM OR RELATED TO THE CONVEYED ASSETS; %3. THE EXISTENCE OF ANY PROSPECT, RECOMPLETION, INFILL, OR STEP-OUT DRILLING OPPORTUNITIES, %3. ANY ESTIMATES OF THE VALUE OF THE ASSETS. (b) BUYER ACKNOWLEDGES THAT THE ASSETS HAVE BEEN USED FOR EXPLORATION, DEVELOPMENT, AND PRODUCTION OF OIL AND GAS AND THAT EQUIPMENT AND SITES INCLUDED IN THE ASSETS MAY CONTAIN ASBESTOS, NORM OR OTHER HAZARDOUS MATERIALS. NORM MAY AFFIX OR ATTACH ITSELF TO THE INSIDE OF XXXXX, MATERIALS, AND EQUIPMENT AS SCALE, OR IN OTHER FORMS. THE XXXXX, MATERIALS, AND EQUIPMENT LOCATED ON THE ASSETS OR INCLUDED IN THE ASSETS MAY CONTAIN NORM AND OTHER WASTES OR HAZARDOUS MATERIALS. NORM CONTAINING MATERIAL AND/OR OTHER WASTES OR HAZARDOUS MATERIALS MAY HAVE COME IN CONTACT WITH RESPECT THERETOVARIOUS ENVIRONMENTAL MEDIA, INCLUDING AIR, WATER, SOILS OR SEDIMENT. SPECIAL PROCEDURES MAY BE REQUIRED FOR THE ASSESSMENT, REMEDIATION, REMOVAL, TRANSPORTATION, OR DISPOSAL OF ENVIRONMENTAL MEDIA, WASTES, ASBESTOS, NORM AND OTHER THAN SUCH REPRESENTATIONSHAZARDOUS MATERIALS FROM THE ASSETS. (c) Buyer acknowledges and affirms that it has made its own independent investigation, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTanalysis, and evaluation of the Contemplated Transactions and the Conveyed Assets (including Buyer’s own estimate and appraisal of the extent and value of Seller’s Hydrocarbon reserves attributable to the Assets and an independent assessment and appraisal of the environmental risks associated with the acquisition of the Assets). Buyer acknowledges that in entering into this Agreement, it has relied on the aforementioned investigation and the express representations and warranties of Seller contained in this Agreement and the Instrument of Conveyance.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, NEITHER PARTY MAKES NO ANY REPRESENTATIONS OR EXTENDS ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED (AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY PROVIDED IN THIS AGREEMENT OR REPRESENTATIONS OF ANY KIND OR CHARACTER ANCILLARY AGREEMENT), INCLUDING WITH RESPECT TO ANY PATENTS OR KNOW-HOW, INCLUDING WARRANTIES OF VALIDITY OR ENFORCEABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, PERFORMANCE AND NON-INFRINGEMENT OF ANY THIRD PARTY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT. WITHOUT LIMITING THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING FOREGOING, THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES PARTIES AGREE THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY NET SALES LEVELS SET FORTH IN THIS AGREEMENT, AGREEMENT OR THAT HAVE OTHERWISE BEEN DISCUSSED BY THE NOVARTIS DISCLOSURE SCHEDULE, PARTIES ARE MERELY INTENDED TO DEFINE THE TRANSACTION DOCUMENTS ROYALTY OBLIGATIONS IF SUCH NET SALES LEVELS ARE ACHIEVED. NEITHER PARTY MAKES ANY REPRESENTATION OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EITHER EXPRESS OR IMPLIED, OF MERCHANTABILITY THAT IT WILL BE ABLE TO SUCCESSFULLY ADVANCE ANY LICENSED PRODUCT OR FITNESS FOR DEVELOP, ACHIEVE REGULATORY APPROVAL FOR, MANUFACTURE OR COMMERCIALIZE ANY LICENSED PRODUCT OR, IF COMMERCIALIZED, THAT ANY PARTICULAR PURPOSE AS TO ANY PORTION SALES LEVEL OR PROFIT OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR SUCH LICENSED PRODUCT WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTBE ACHIEVED.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED (a) THE BUYER ACKNOWLEDGES AND AGREED AGREES THAT, EXCEPT AS SET FORTH OTHERWISE EXPRESSLY PROVIDED HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO IN THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING TRANSACTION DOCUMENTS, IN ACQUIRING THE PURCHASED ASSETS. MEMBERSHIP INTERESTS, THE BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT IS ACQUIRING THE PURCHASED ASSETS MEMBERSHIP INTERESTS ON AN “AS IS, WHERE IS, WITH ALL FAULTS”” BASIS AND, (b) EXCEPT TO THE EXTENT AS OTHERWISE EXPRESSLY PROVIDED OTHERWISE HEREIN OR IN THIS AGREEMENT. THE OTHER TRANSACTION DOCUMENTS, THE SELLER ON BEHALF OF ITSELF AND ITS AFFILIATES, EXPRESSLY DISCLAIMS, AND THE BUYER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED UPON, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO (A) TITLE TO ANY ASSETS OF THE ACQUIRED COMPANIES, INCLUDING THE COMPANY ASSETS, (B) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM RELATING TO THE COMPANY BUSINESS, THE MEMBERSHIP INTERESTS OR ASSETS OF THE ACQUIRED COMPANIES, INCLUDING THE COMPANY ASSETS, (C) ANY ESTIMATES OF THE VALUE OF THE COMPANY BUSINESS, THE MEMBERSHIP INTERESTS OR ASSETS OF THE ACQUIRED COMPANIES, INCLUDING THE COMPANY ASSETS, OR FUTURE REVENUES GENERATED THEREBY, (D) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, MARKETABILITY, PROSPECTS (FINANCIAL OR OTHERWISE) OR RISKS AND WILL NOT RELY ONOTHER INCIDENTS OF THE COMPANY BUSINESS, THE MEMBERSHIP INTERESTS OR ASSETS OF THE ACQUIRED COMPANIES, INCLUDING THE COMPANY ASSETS OR (E) ANY OTHER DUE DILIGENCE INFORMATION, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE AS OR CONFORMITY TO ANY PORTION OF MODELS OR SAMPLES, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS PARTIES THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF EXCEPT FOR THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, THE BUYER SHALL BE DEEMED TO BE OBTAINING ALL OF THE SELLER’S INTERESTS IN THE ACQUIRED COMPANIES AND THEIR CORRESPONDING INDIRECT INTERESTS IN THE COMPANY ASSETS, IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.”

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, A. EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OTHERWISE SPECIFICALLY STATED IN THIS CONTRACT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY AND REPRESENTATION, ORAL OR IMPLIED WARRANTIES WRITTEN, PAST, PRESENT OR REPRESENTATIONS FUTURE, OF, AS TO AND CONCERNING, THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, AND THE SUITABILITY THEREOF, AND OF THE PROPERTY, FOR ANY KIND AND ALL ACTIVITIES AND USES WHICH Purchaser MAY ELECT TO CONDUCT THEREON. B. EXCEPT AS SPECIFICALLY REPRESENTED BY SELLER UNDER SECTION 16, PURCHASER ACKNOWLEDGES THAT HAVING BEEN GIVEN A SUFFICIENT OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND FINANCIAL ANALYSIS OF THE REVENUE AND EXPENSES THAT MAY BE RECEIVED OR CHARACTER WITH RESPECT INCURRED IN ARRIVING AT ITS DECISION TO PURCHASE THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING PROPERTY. C. PURCHASER IS PURCHASING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “PROPERTY IN ITS PRESENT CONDITION, "AS IS, WHERE IS", AND SELLER HAS NO OBLIGATION TO CONSTRUCT ANY IMPROVEMENTS THEREON, OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND HAS BEEN GIVEN SUFFICIENT OPPORTUNITY TO INSPECT THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, SEWER, ROOF, PLUMBING, ELECTRICAL, MECHANICAL AND STRUCTURAL, AIR CONDITIONERS AND HEATING SYSTEMS. NOTHING HEREIN SHALL RELEASE SELLER FROM LIABILITY FOR ANY OF ITS REPRESENTATIONS OR WARRANTIES. D. FACTUAL INFORMATION SUCH AS PROPERTY DIMENSIONS, SQUARE FOOTAGE, OR SKETCHES SHOWN TO PURCHASER OR SET FORTH HEREIN ARE OR MAY BE APPROXIMATE, AND PURCHASER REPRESENTS TO SELLER THAT HE/SHE/IT HAS INSPECTED AND VERIFIED THE FACTS AND INFORMATION PRIOR TO THE EXECUTION OF THIS CONTRACT. NO LIABILITY FOR ANY INACCURACIES, ERRORS OR OMISSIONS IS ASSUMED BY SELLER. E. THE AGENTS OF SELLER IN THIS TRANSACTION HAVE NO EXPERTISE WITH RESPECT TO ENVIRONMENTAL MATTERS. PROPER INSPECTIONS OF THE PROPERTY BY QUALIFIED EXPERTS ARE AN ABSOLUTE NECESSITY TO DETERMINE WHETHER OR NOT THERE ARE ANY CURRENT OR POTENTIAL ENVIRONMENTAL CONCERNS RELATING TO THE PROPERTY. PROBLEMS INVOLVING ENVIRONMENTAL CONCERNS CAN BE EXTREMELY COSTLY TO CORRECT. IT IS THE RESPONSIBILITY OF PURCHASER TO RETAIN QUALIFIED EXPERTS TO DEAL WITH THE DETECTION AND CORRECTION OF SUCH MATTERS. F. IT IS UNDERSTOOD AND AGREED THAT PURCHASER ASSUMES FULL AND COMPLETE RESPONSIBILITY FOR COMPLIANCE WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE NOVARTIS DISCLOSURE SCHEDULE, THE TRANSACTION DOCUMENTS OR ANY ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION TITLES OF THE PURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF FEDERAL AMERICANS WITH DISABILITIES ACT ("ADA") AND THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT REGULATIONS PROMULGATED PURSUANT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AS WELL AS ANY AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENTALL STATE OR LOCAL ACCESSIBILITY STANDARDS.