Common use of Exclusivity of Representations Clause in Contracts

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person).

Exclusivity of Representations. The representations and warranties made by Seller in this Article III are the exclusive representations and warranties made by Seller with respect to Seller, the Company, the Chinese JV any of their respective Affiliates, the Business, the Purchased Assets and the Assumed Liabilities. Seller hereby disclaims any other express or implied representations or warranties with respect to Seller, the Company, the Chinese JV or any of their respective Affiliates, the Business, the Purchased Assets or the Assumed Liabilities. Except for the representations and warranties contained expressly made by Seller in this Agreement and the other Transaction Documents (as limited by Section 10.11)Article III, none of the Companies or neither Seller nor any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, warranty with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth physical condition or usefulness for a particular purpose of the real or tangible personal property included in this Article 2 and the other Transaction Documents (as limited by Section 10.11)Purchased Assets, and (b) claims arising from actual fraudthe use of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closing, HoldCo (directly and on behalf c) the probable success or profitability of all HoldCo Related Personsthe Business after the Closing or (d) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitationdocumentation, forecasts, projections budgets, projections, estimates or budgets for financial performance such as revenues, expenses other information (including the accuracy or EBITDA) or information made, communicatedcompleteness of, or furnished (whether orally the reasonableness of the assumptions underlying, such documentation, forecasts, budgets, projections, estimates or in writingother information) provided by Seller, the Company or any Affiliate or Representative of Seller or the Company, including in any “data room relating to the Transaction, in rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, in memorandaTHE CONDITION OF THE BUSINESS, in marketing materialsTHE PURCHASED ASSETS AND THE ASSUMED LIABILITIES SHALL BE “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.” ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO PURCHASER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, in functional “breakout” discussionsDO NOT, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinionDIRECTLY OR INDIRECTLY, informationAND SHALL NOT BE DEEMED TO, forecastDIRECTLY OR INDIRECTLY, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)CONTAIN REPRESENTATIONS OR WARRANTIES OF SELLER OR ANY OF ITS AFFILIATES.

Exclusivity of Representations. Except for the representations and warranties contained in Article III or this Agreement and the other Transaction Documents Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 10.119.1), none of the Companies Company, Seller or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the CompaniesSeller, the TransactionCompany, the Shares Company’s Subsidiaries, the Transactions, the Interests or any of Seller’s, the CompaniesCompany’s or the Company’s Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims Seller and the Company each disclaim any other representations or warranties, whether made by Seller, the Companies Company, the Company’s Subsidiaries or any of their respective Affiliates Affiliates, direct or indirect equityholders, officers, directors, employees, agents or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth contained in Article III or this Article 2 and the other Transaction Documents IV (as modified by the Company Disclosure Schedules and as further limited by Section 10.119.1), Seller and (b) claims arising from actual fraud, HoldCo the Company (directly and on behalf of all HoldCo Related Persons) each hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (includingprojection, without limitationforecast, forecastsstatement, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the TransactionTransactions, in management presentations, in memoranda, in marketing materials, in functional “breakoutbreak-out” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the TransactionTransactions) to the Buyer Parties or their respective its Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective its Affiliates or Representatives by Seller, the Companies Company or any HoldCo Related Person). Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), none of Seller, the Company or any Related Person has made or makes any representation or warranty to Buyer or its Affiliates or Representatives regarding: (a) merchantability or fitness of any assets of the Company or its Subsidiaries for any particular purpose; (b) the nature or extent of any liabilities of the Company or its Subsidiaries; (c) the prospects of the business of the Company and its Subsidiaries; (d) the probable success or profitability of the Company or its Subsidiaries; or (e) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever.

Exclusivity of Representations. Except for the representations and warranties contained as expressly set forth in this Agreement and the other Transaction Documents (as limited by Section 10.11)3, none neither Romeo nor any Person on behalf of the Companies or Romeo has made, nor are any other Person makes or has made of them making, any other representation or warranty, expressed written or oral, express or implied, at law or in equity, including with respect to the Companiesmerchantability or fitness for any particular purpose, the Transactionin respect of Romeo, the Shares or any of its Subsidiaries, its business or with respect to any other information provided to Nikola, Purchaser or their respective Affiliates in connection with the Companies’ respective businessestransactions contemplated hereby (including the execution, assetsdelivery and performance of the Secured Debt Agreements (including the incurrence of the Secured Loan)), liabilities, operations, prospects, including any representations or condition warranties about the accuracy or completeness of any information or documents previously provided (including with respect to any financial or otherwiseother projections therein), and HoldCo disclaims any other such representations and warranties are hereby expressly disclaimed. Neither Romeo nor any other Person will have or warrantiesbe subject to any claim, whether liabilities or any other obligation to Nikola, Purchaser or any other Person resulting from the distribution or failure to distribute to Nikola or Purchaser, or Nikola’s or Purchaser’s use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Nikola or Purchaser in the electronic data room maintained by Romeo for purposes of the Companies transactions contemplated thereby or management presentations in expectation of the same, unless and to the extent any such information is expressly included in a representation or warranty contained in this Section 2. Except for the representations and warranties contained in Section 3, Romeo acknowledges that neither Nikola, Purchaser nor any of their respective Subsidiaries or Representatives makes, and Romeo acknowledges that it has not relied upon or otherwise been induced by, any other express or implied representation or warranty by or on behalf of Nikola, Purchaser or any of their respective Affiliates Subsidiaries or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has with respect to any authority, express other information provided or implied, made available to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted Romeo by or on behalf of Nikola or Purchaser in connection with the Buyer Parties Offer or the Merger, including any information, documents, projections, forecasts or other material made available to Romeo or its respective Representatives in any other form certain “data rooms” or management presentations in consideration or investigation expectation of the Transaction) to Offer or the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)Merger.

Exclusivity of Representations. Except for the representations and warranties contained in Articles 4 and 5 of this Agreement and (as modified by the Schedules), the other Transaction Documents (as limited by Section 10.11)and the statements made in the Closing Certificates, none of the Companies Seller, the Company, any Company Subsidiary or any other Person has made, makes or has made shall be deemed to make any other representation or warrantywarranty of any kind whatsoever, expressed express or implied, written or oral, at law or in equity, with respect to on behalf of the CompaniesSeller, the Transaction, the Shares Company or any of the Companies’ respective businessesCompany Subsidiary, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates Affiliates, including with respect to the Company Shares or Representatives (collectively, “HoldCo Related Persons”)their respective assets and liabilities, and no HoldCo Related Person has the Seller and the Company hereby disclaim all other representations and warranties of any authoritykind whatsoever, express or implied, to make any representationswritten or oral, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally at law or in writingequity, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted whether made by or on behalf of the Buyer Parties Seller, the Company, any Company Subsidiary or any other Person. The Seller and the Company hereby disclaim all liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in any other form in consideration or investigation of the Transactionwriting, including electronically) to the Buyer Parties or any of the Buyer’s Affiliates or any Representatives of the Buyer or any of the Buyer’s Affiliates, including omissions therefrom. Without limiting the foregoing, neither the Seller nor the Company makes any representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, to the Buyer or any of its Affiliates or any Representatives of the Buyer of any of its Affiliates regarding the success, profitability or value of the Company, the Company Subsidiaries, or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)businesses.

Exclusivity of Representations. Except for the representations and warranties contained of the Company expressly set forth in this Agreement and Article III, (a) neither the other Transaction Documents Company nor any of its Subsidiaries (as limited by Section 10.11), none of the Companies or any other Person makes Person) makes, or has made made, and Parent and Merger Sub have not relied on, any other representation or warranty, expressed warranty (whether express or implied, at law or in equity, with respect ) relating to the CompaniesCompany, the Transaction, the Shares its Subsidiaries or any of the Companies’ their respective businesses, operations, properties, assets, liabilitiesliabilities or otherwise in connection with this Agreement or the Transactions, including as to the accuracy or completeness of any such information, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representation or warranty relating to the Company, its Subsidiaries or any of their respective businesses, operations, prospectsproperties, assets, liabilities or condition (financial otherwise in connection with this Agreement or otherwise)the Transactions, including as to the accuracy or completeness thereof, and HoldCo disclaims any other representations if made, such representation or warrantieswarranty must not be and has not been relied upon by Parent, whether made by the Companies Merger Sub or any of their respective Affiliates or the Representatives of any of the foregoing as having been authorized by the Company or any of its Subsidiaries (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has or any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11Person), and (bc) claims arising from actual fraudany estimate, HoldCo (directly and on behalf projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Merger Sub or any of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express their respective Affiliates or implied representation, warranty, projection or forecast the Representatives of any kind (includingof the foregoing, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) including any materials or information made, communicated, or furnished (whether orally or made available in writing, in any the electronic data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted hosted by or on behalf of the Buyer Parties Company in connection with the Transactions or in any other form in consideration connection with presentations by the Company’s management, are not and shall not be deemed to be or investigation of the Transaction) include representations or warranties unless and then only to the Buyer Parties extent any such materials or their respective Affiliates information is expressly the subject of any express representation or Representatives (including warranty set forth in this Article III. Guarantor, Parent and Merger Sub disclaim reliance upon any opinionsuch estimates, projections, predictions, data, financial information, memoranda, presentations, information, forecastmaterials, projectionrepresentations or warranties, budget, financial review or advice that may have been or may be provided to except for the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)express representations and warranties set forth in this Article III.

Exclusivity of Representations. Except Parent and Merger Sub acknowledge and agree, for themselves and on behalf of their Representatives and Affiliates, that, except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties Company expressly set forth in this Article 2 and II: (a) neither the Company, nor any other Transaction Documents (as limited by Section 10.11)Person, and makes, or has made, any representation or warranty, express of implied, relating to the Company or any of its businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby; (b) claims arising from actual fraudno Person has been authorized by the Company to make any representation or warranty, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representationimplied, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the TransactionCompany or its business or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty must not be and has not been relied upon by Parent, Merger Sub or any of their Affiliates or Representatives as having been authorized by the Company or any other Person; and (c) Parent and Merger Sub and their Representatives and Affiliates are not acting, including, as applicable, entering into or consummating this Agreement or the transactions contemplated hereby, in management presentationsreliance on any representation or warranty, express or implied, or in memoranda, in marketing reliance on any materials, statements or information provided or addressed to Parent or Merger Sub or their Representatives or Affiliates in functional “breakout” discussions, in responses to questions or requests submitted any electronic data room hosted by or on behalf of the Buyer Parties Company in connection with the transactions contemplated hereby, in any presentations by the Company’s management or in any other form or setting, or in consideration reliance on the accuracy or investigation completeness of the Transaction) any such representation, warranty, materials, statements or information and that no Person shall have any liability with respect to the Buyer Parties any such representation, warranty, materials, statements or their respective Affiliates information or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person).omissions

Exclusivity of Representations. Except for the representations and warranties contained in Article 4 and 5 of this Agreement and the other Transaction Documents (as limited modified by Section 10.11the Schedules), none of the Companies Sellers, the Target Entities, the Company Subsidiaries (or any of them), or any other Person have made, makes or has made shall be deemed to make any other representation or warrantywarranty of any kind whatsoever, expressed express or implied, written or oral, at law or in equity, with respect to on behalf of the CompaniesSellers, the TransactionTarget Entities, the Shares Company Subsidiaries (or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwisethem), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates Affiliates, including with respect to the Target Shares or Representatives (collectively, “HoldCo Related Persons”)their respective assets and liabilities, and no HoldCo Related Person has the Sellers, the Target Entities hereby disclaim all other representations and warranties of any authoritykind whatsoever, express or implied, to make any representationswritten or oral, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally at law or in writingequity, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted whether made by or on behalf of the Buyer Parties Sellers, the Target Entities, the Company Subsidiaries (or any of them) or any of their respective Affiliates. The Sellers, the Target Entities and the Company Subsidiaries hereby disclaim all liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in any other form in consideration or investigation of the Transactionwriting, including electronically) to the Buyer Parties or their respective any of the Buyer’s Affiliates or any Representatives (of the Buyer or any of the Buyer Affiliates, including omissions therefrom, unless expressly warranted or represented in Article 4 or 5. Without limiting the foregoing, other than as set out herein, none of the Sellers or the Target Entities shall be deemed to make any opinionrepresentation or warranty of any kind whatsoever, informationexpress or implied, forecastwritten or oral, projectionat law or in equity, budget, financial review or advice that may have been or may be provided to the Buyer Parties or any of the Buyer Affiliates or any Representatives of the Buyer of any of the Buyer Affiliates regarding the future success, future profitability or value of the Target Entities, the Company Subsidiaries or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)business.

Exclusivity of Representations. Except for Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and the parties hereto hereby agree, that the representations and warranties contained made by Seller in this Agreement Article III are the exclusive representations and the other Transaction Documents (as limited warranties made by Section 10.11), none of the Companies Seller or any other Person makes with respect to or has made on behalf of Seller and Merger Sub (or in any certificate, instrument or document delivered by Seller or any other representation Person with respect to or warrantyon behalf of Seller pursuant hereto), expressed including their respective businesses and assets or the transactions contemplated by this Agreement. Seller hereby disclaims any other express or implied, at law written or in equityoral, representations or warranties with respect to the CompaniesSeller, the TransactionMerger Sub, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates Affiliates, the Company or Representatives (collectivelyany Company Subsidiary, “HoldCo Related Persons”)their respective businesses and assets, the outstanding equity of Seller and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in Merger Sub and the transactions contemplated by this Agreement and any certificate, instrument or the other Transaction Documents and subject to the limited remedies herein or therein provideddocument delivered pursuant hereto. Except for (a) the representations and warranties as expressly set forth in this Article 2 III, Article IV [(Representations and Warranties of the Company)] or any certificate, instrument or document delivered hereunder, the condition of the businesses and assets of the Company and the other Transaction Documents (Company Subsidiaries shall be “as limited by Section 10.11)is”, “where is” and (b) claims arising from actual fraud“with all faults” and Seller makes no warranty of merchantability, HoldCo (directly suitability, adequacy, fitness for a particular purpose or quality with respect to its businesses and on behalf any of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express its assets or implied representation, warranty, projection as to the condition or forecast workmanship thereof or the absence of any kind (includingdefects therein, without limitationwhether latent or patent. Neither Seller nor any other Person, forecastsis, directly or indirectly, making any representations or warranties regarding any pro-forma financial information, financial projections or budgets for other forward-looking prospects, risks or statements (financial performance such as revenues, expenses or EBITDAotherwise) of Seller or information Merger Sub made, communicated, communicated or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties Purchaser or its Affiliates or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review projection or advice that may have been in any management presentation or may be the confidential information memorandum provided to the Buyer Parties Purchaser and its Affiliates and their respective Representatives), and Seller hereby disclaims all Liability and responsibility for any such information and statements. It is understood that any Due Diligence Materials made available to Purchaser or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of Seller, Merger Sub, or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)their respective Representatives.

Exclusivity of Representations. Except for the The representations and warranties contained made by the Sellers in this Article 4 or in any certificate delivered pursuant to this Agreement are the exclusive representations and warranties made by the other Transaction Documents (as limited by Section 10.11), none Sellers. None of the Companies Sellers, the Business Companies, the Business JVs or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representationswritten or oral, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject as to the limited remedies herein accuracy or therein provided. Except for (a) completeness of any information that the representations and warranties Sellers, the Business Companies and/or the Business JVs furnished or made available to Buyer or its Representatives, except as expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11)4 or any certificate delivered pursuant to this Agreement, and neither the Sellers nor any other Person (bincluding the Business Companies, the Business JVs or any Representative of the Business Companies or the Business JVs) claims arising shall have or be subject to any liability to Buyer or any other Person, resulting from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast the use by Buyer of any kind (includinginformation, without limitation, forecasts, projections documents or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, material made available to Buyer in any “data room relating to the Transaction, in rooms,” management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties due diligence or in any other form in consideration or investigation expectation of the Transaction) to transactions contemplated hereby. None of the Sellers, the Business Companies, the Business JVs or any other Person, directly or indirectly, has made, and Buyer Parties has not relied on, any representation or their respective Affiliates warranty regarding the pro forma financial information, budgets, estimates, projections, business plans, forecasts or Representatives other forward-looking statements of the Business, any Business Company or the Business JVs (including any opinion, the reasonableness of the assumptions underlying such information, forecastbudgets, projectionestimates, budgetprojections, financial review business plans, forecasts or advice that may forward-looking statements), and Buyer will not make or have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)claim with respect thereto.

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) Buyer, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III: (i) none of Seller, Shareholder or any of its Subsidiaries (or any other Person) makes, or has made, any representation or warranty relating to Seller, Shareholder or its Subsidiaries or any of their businesses or operations (including the Business, the Purchased Assets or the Assumed Liabilities) or otherwise in connection with this Article 2 Agreement or the transactions contemplated by this Agreement, and the other Transaction Documents (as limited sale and transfer by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf Seller of all HoldCo Related Persons) hereby disclaims all liability of the Purchased Assets is on an “As Is Where Is” basis on the Closing Date regardless of the condition of the Purchased Assets and responsibility for any express whether Buyer has inspected and examined them. Except as may be specifically provided in this Agreement, Buyer acknowledges and agrees that Seller makes no representation or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating warranty with respect to the Transactionvalue, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions condition or requests submitted by or on behalf use of the Buyer Parties Purchased Assets, whether expressed or in implied, including any other form in consideration implied warranty of merchantability or investigation fitness for a particular purpose or use; (ii) no Person has been authorized by Seller, Shareholder or any of the Transaction) to the Buyer Parties its Subsidiaries or any of its or their respective Affiliates or Representatives representatives to make any representation or warranty relating to Seller, Shareholder or its Subsidiaries or any of their businesses or operations (including the Business, the Purchased Assets or the Assumed Liabilities) or otherwise in connection with this Agreement or the transactions contemplated by this Agreement, and if made, such representation or warranty must not be relied upon by Buyer or any opinionof its Affiliates or representatives as having been authorized by Seller, information, forecast, projection, budget, financial review any of its Subsidiaries or advice that may have been or may be provided to the Buyer Parties any of its or their respective Affiliates or Representatives by the Companies representatives (or any HoldCo Related other Person); and (iii) the representations and warranties made by Seller and Shareholder in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any that are express or implied or as to merchantability or fitness for a particular purpose, and Seller and Shareholder hereby disclaim any other or implied representations or warranties, notwithstanding the delivery or disclosure to Buyer or any of its Affiliates or representatives of any documentation or other information (including any financial information, supplemental data or financial projections or other forward-looking statements).

Exclusivity of Representations. Except for the The representations and warranties contained made by Seller and Buyer, respectively, in this Agreement (in each case giving effect to such party’s Disclosure Schedule) and in the Ancillary Agreements, if any, are in lieu of and are exclusive of all other Transaction Documents (as limited representations and warranties, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose and any other implied warranties, of Seller and Buyer, respectively. Seller and Buyer each hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure by Section 10.11), none of the Companies Seller or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares Buyer or any of the Companies’ respective businessesits directors, assetsofficers, liabilitiesemployees, operations, prospectsagents or other Representatives, or condition (financial by Buyer or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies Person to Seller or any of their respective Affiliates its directors, officers, employees, agents or Representatives (collectivelyother Representatives, “HoldCo Related Persons”)of any documentation or other written or oral information in connection with this Agreement, and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement the Ancillary Agreements or the Transactions (including any information, documents, projections, forecasts or business plans or other Transaction Documents and subject material made available to the limited remedies herein Buyer in certain “data rooms”, investor presentations or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted written materials provided by or on behalf of Seller), and, except to the Buyer Parties or extent resulting from a breach by Seller of the representations and warranties made by Seller in Articles II and III of this Agreement and any resulting liability under this Agreement and with respect to any claim for fraud, neither Seller nor any other form in consideration Person shall have or investigation be subject to any liability or indemnification obligation to Buyer or any of its Subsidiaries or Representatives resulting from such delivery or disclosure. For the Transaction) sake of clarity, this Section 10.1, insofar as it relates to the Buyer Parties or their respective Affiliates or Representatives (including any opinionFive Year Plan, information, forecast, projection, budget, financial review or advice that may have been or may be provided shall not affect the adjustment to the Buyer Parties or their respective Affiliates or Representatives Share Purchase Price expressly contemplated by the Companies or any HoldCo Related Person)Sections 1.1(b) and 1.2.

Exclusivity of Representations. The Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Seller, the Seller SPVs, the Vessels, the Chartered Vessels and the Chartered Companies, which investigation, review and analysis was done by the Buyer and its representatives. In entering into this Agreement, the Buyer acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any representations or opinions (whether written or oral) of the Seller or its Affiliates (except the specific representations of the Seller made in Article 3 or Article 4 or by the applicable Seller SPV in the MOA). Except for the representations and warranties contained in this Agreement Article 3 or Article 4, the representations and warranties of the Seller SPV in the MOA and the other Transaction Documents representations and warranties in the certificate delivered to the Buyer hereto and thereto, the Buyer acknowledges that (as limited by Section 10.11), a) none of the Companies Seller or any other Person on behalf of the Seller makes or has made any other representation or warranty, expressed express or implied, written or oral, at law or in equity, with respect to the CompaniesVessels, the TransactionChartered Vessels, the Shares Seller or its Subsidiaries, including with respect to (i) merchantability or fitness for any particular use or purpose or (ii) the probable success or profitability of the Companies’ respective businessesVessels, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 Chartered Vessels and the other Transaction Documents (as limited by Section 10.11)Chartered Companies after the initial Closing, and (b) claims arising neither the Seller nor any other Person will have or be subject to any liability or indemnification obligation to the Buyer, its Subsidiaries or any other Person resulting from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for the distribution to the Buyer or any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicatedother Person, or furnished (whether orally their use of, any information provided in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including any information, documents, projections, forecasts or other material made available to them in writing, in any certain "data room relating to the Transaction, in rooms" or management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties presentations or in any other form in consideration expectation of, or investigation of in connection with, the Transaction) to transactions contemplated by this Agreement or the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)Ancillary Agreements.

Exclusivity of Representations. The Seller has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Buyer, which investigation, review and analysis was done by the Seller and its representatives. In entering into this Agreement, the Seller acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any representations or opinions (whether written or oral) of the Buyer or its Affiliates (except the specific representations of the Buyer made in Article 5 or by each applicable Buyer SPV in the MOA). Except for the representations and warranties contained in this Agreement Article 5, the representations and warranties of each applicable Buyer SPV in the MOA and the other Transaction Documents representations and warranties in the certificate delivered to the Seller hereto and thereto, the Seller acknowledges that (as limited by Section 10.11), a) none of the Companies Buyer or any other Person on behalf of the Buyer makes or has made any other representation or warranty, expressed express or implied, written or oral, at law or in equity, with respect to the CompaniesBuyer or its business, the Transaction, the Shares or any of the Companies’ respective businessesoperations, assets, liabilities, results of operations, prospects, or condition (financial or otherwise)) or prospects, and HoldCo disclaims including with respect to (i) merchantability or fitness for any other representations particular use or warranties, whether made by purpose or (ii) the Companies probable success or any profitability of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement the Buyer or the other Transaction Documents and subject to business thereof after the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11)initial Closing, and (b) claims arising neither the Buyer nor any other Person will have or be subject to any liability or indemnification obligation to the Seller, its Subsidiaries or any other Person resulting from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for the distribution to the Seller or any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicatedother Person, or furnished (whether orally their use of, any information provided in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including any information, documents, projections, forecasts or other material made available to them in writing, in any certain "data room relating to the Transaction, in rooms" or management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties presentations or in any other form in consideration expectation of, or investigation of in connection with, the Transaction) to transactions contemplated by this Agreement or the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)Ancillary Agreements.

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 III (as qualified by the Company Disclosure Schedule and the other Transaction Company SEC Documents (as limited by Section 10.11to the extent provided herein), and (b) claims arising from actual fraudnone of the Company, HoldCo (directly and any of its Affiliates or any other Person on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for the Company makes any express or implied representationrepresentation or warranty (and there is and has been no reliance by Parent and Merger Sub or any of their respective Affiliates or Representatives on any such representation or warranty) with respect to the Company, warranty, projection its Subsidiaries or forecast of its and their respective businesses or with respect to any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or other information made, communicatedprovided, or furnished made available, to Parent and Merger Sub or their respective Affiliates or Representatives in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Except for the representations and warranties expressly set forth in this Article III (whether orally or in writing, in any data room relating as qualified by the Company Disclosure Schedule and the Company SEC Documents to the Transactionextent provided herein), in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions neither the Company nor any other Person makes any other express or requests submitted by implied representation or warranty on behalf of the Buyer Parties Company or any of its Affiliates, and for the avoidance of doubt, neither the Company nor any of its Affiliates makes any express or implied representation or warranty with respect to the Evaluation Material (as defined in the Mutual NDA) or any information, documents, projections, forecasts or other material made available to Parent, Merger Sub or their Affiliates or Representatives, including any information made available in the electronic data room maintained by the Company for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Affiliates or Representatives or in any other form in consideration or investigation of connection with the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives transactions contemplated by the Companies or any HoldCo Related Person)this Agreement.

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents III (as limited qualified by Section 10.11the Company Disclosure Schedule), and (b) claims arising from actual fraudnone of the Company, HoldCo (directly and any of its Affiliates or any other Person on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for the Company makes any express or implied representationrepresentation or warranty (and there is and has been no reliance by Parent Holdco, Parent, Merger Sub or any of their respective Affiliates or Representatives on any such representation or warranty) with respect to the Company, projection its Subsidiaries or forecast its and their respective businesses or with respect to any other information provided, or made available, to Parent Holdco, Parent, Merger Sub or their respective Affiliates or Representatives in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, except for any remedies available under this Agreement with respect to the representations and warranties expressly set forth in this Article III (as qualified by the Company Disclosure Schedule), neither the Company nor any other Person will have or be subject to any liability or other obligation to Parent Holdco, Parent, Merger Sub or their Affiliates or Representatives or any other Person resulting from Parent Holdco, Parent, Merger Sub’s or their Affiliates’ or Representatives’ use of any kind (includinginformation, without limitationdocuments, forecastsprojections, projections forecasts or budgets for financial performance such as revenuesother material made available to Parent Holdco, expenses Parent, Merger Sub or EBITDA) their Affiliates or Representatives, including any information made, communicated, or furnished (whether orally or made available in writing, in any the electronic data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted maintained by or on behalf of the Buyer Parties Company or its Representatives for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent Holdco, Parent, Merger Sub or their respective Representatives or in any other form in consideration or investigation of connection with the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives transactions contemplated by the Companies or any HoldCo Related Person)this Agreement.

Exclusivity of Representations. Except for the The representations and warranties contained made by Seller in this Agreement Article IV are the exclusive representations and the other Transaction Documents (as limited warranties made by Section 10.11), none of the Companies or Seller and its Affiliates. Except for any other Person makes or has made any other representation or warranty, expressed or implied, at law or representations and warranties set forth in equity, with respect to the Companiesthis Article IV, the TransactionPurchased Assets are sold "AS IS, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), WHERE IS," and HoldCo Seller expressly disclaims any other representations or warranties, whether made by the Companies warranties of any kind or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authoritynature, express or implied, as to make any representationsLiabilities, warranties operations of the facilities, the title, condition, value or agreements not specifically set forth in this Agreement quality of assets of Seller or the prospects (financial and otherwise), risks and other Transaction Documents and subject incidents of Seller as they relate to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 Purchased Assets and the other Transaction Documents (as limited by Section 10.11)Assumed Liabilities, and (b) claims arising from actual fraudSELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF QUALITY, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representationMERCHANTABILITY, warrantyNON-INFRINGEMENT, projection or forecast of any kind (includingFITNESS FOR A PARTICULAR PURPOSE, without limitationCONFORMITY TO SAMPLES, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) OR CONDITION OF THE ASSETS OF SELLER OR ANY PART THEREOF. No material or information made, communicatedprovided by or communications made by Seller or any of its Affiliates, or furnished (by any advisor thereof, whether orally or in writing, in any by use of a "data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties room," or in any other form information memorandum, or otherwise, or by any broker or investment banker, will cause or create any warranty, express or implied, as to or in consideration respect of Seller or investigation the title, condition, value or quality of the Transaction) Purchased Assets and the Assumed Liabilities. Purchaser agrees that, except in the case of fraud, neither Seller nor any other Person will have or be subject to any Liability to Purchaser or any other Person resulting from the Buyer Parties distribution to Purchaser, or their respective Affiliates Purchaser's use of, any information regarding Seller or Representatives (its assets and Liabilities, including any opinionoffering memorandum prepared, as supplemented or amended, and any information, forecast, projection, budget, financial review document or advice that may have been material made available to Purchaser or may be provided to its Affiliates in expectation of the Buyer Parties or their respective Affiliates or Representatives transactions contemplated by the Companies or any HoldCo Related Person)this Agreement.

Exclusivity of Representations. Except Acquirer and Merger Sub acknowledge and agree, for themselves and on behalf of their Representatives and Affiliates, that, except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties Company expressly set forth in this Article 2 II, for representations and warranties of the Company Stockholders in the Letters of Transmittal or in any Transaction Document and the other Transaction Documents (as limited statements to be made in the certificate contemplated by Section 10.11)1.2(b)(i) hereof, and (a) neither the Company nor any of the Subsidiaries (or any other Person) makes, or has made, any representation or warranty, express or implied, relating to the Company, the Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Transactions, (b) claims arising from actual fraudno Person has been authorized by the Company or any of the Subsidiaries to make any representation or warranty, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representationimplied, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the TransactionCompany, the Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Transactions, and if made, such representation or warranty must not be and has not been relied upon by Acquirer or Merger Sub or any of their Affiliates or Representatives as having been authorized by the Company or any of the Subsidiaries (or any other Person) and (c) Acquirer and Merger Sub and their Representatives and Affiliates are not acting, including, as applicable, by entering into or consummating this Agreement or the Transactions, in management presentationsreliance on any representation or warranty, express or implied, or in memoranda, in marketing reliance on any materials, statements or information provided or addressed to Acquirer or Merger Sub or their Representatives or Affiliates in functional “breakout” discussions, in responses to questions or requests submitted any electronic data room hosted by or on behalf of the Buyer Parties Company in connection with the Transactions, in any presentations by the Company’s management or in any other form or setting, or in consideration reliance on the accuracy or investigation completeness of the Transaction) any such representation, warranty, materials, statements or information and that no Person shall have any Liability with respect to the Buyer Parties any such representation, warranty, materials, statements or their respective Affiliates information or Representatives (including any opinion, information, forecastomissions therefrom. Any estimate, projection, budgetprediction, data, financial review information, memorandum, presentation or advice that may have been any other materials or may be information provided or addressed to the Buyer Parties Acquirer or Merger Sub or any of their respective Affiliates or Representatives the Representatives, including any materials or information made available in the electronic data room hosted by or on behalf of the Company in connection with the Transactions or in connection with presentations by the Companies Company’s management, are not and shall not be deemed to be or include representations or warranties, except as otherwise expressly set forth in this Article II, and Acquirer and its Affiliates shall have no claim against any HoldCo Related Person)Person with respect thereto.

Exclusivity of Representations. Except as expressly set forth in this ARTICLE III, neither the Company nor any Person on behalf of the Company has made, nor are any of them making, any representation or warranty, written or oral, express or implied, at Law or in equity, including with respect to merchantability or fitness for any particular purpose, in respect of the Company, any of its Subsidiaries, its business or with respect to any other information provided to Buyer or its Affiliates in connection with the transactions contemplated hereby, including any representations or warranties about the accuracy or completeness of any information or documents previously provided (including with respect to any financial or other projections therein), and any other such representations and warranties are hereby expressly disclaimed. Neither the Company nor any other Person will have or be subject to any claim, liabilities or any other obligation to Buyer or any other Person resulting from the distribution or failure to distribute to Buyer, or Buyer’s use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Buyer in the electronic data room maintained by the Company for purposes of the transactions contemplated thereby or management presentations in expectation of the same, unless and to the extent any such information is expressly included in a representation or warranty contained in this ARTICLE III. Except for the representations and warranties contained in this Agreement ARTICLE IV, the Company acknowledges that neither Buyer nor any of its Subsidiaries or Representatives makes, and the other Transaction Documents (as limited by Section 10.11)Company acknowledges that it has not relied upon or otherwise been induced by, none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection representation or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted warranty by or on behalf of the Buyer Parties or in any of its Subsidiaries or with respect to any other form information provided or made available to the Company by or on behalf of Buyer in consideration connection with the Contemplated Transactions, including any information, documents, projections, forecasts or investigation other material made available to the Company or its respective Representatives in certain “data rooms” or management presentations in expectation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)Contemplated Transactions.

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11)None of WCAS, none of the Companies or any other Person makes or has made any other representation or warrantyWCAS SRS, expressed or implied, at law or in equity, with respect to the CompaniesSRS, the Transaction, the Shares Company or any of the Companies’ respective businesses, assets, liabilities, operations, prospectsCompany’s Subsidiaries (or any other Person) makes, or condition (financial has made, any representation or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authoritywarranty, express or implied, relating to make facts, occurrences, the existence of and non-existence of or any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject matter relating thereto for any period prior to the limited remedies herein Acquisition Time, with respect to SRS or therein providedits Subsidiaries. Except Subject to the foregoing and except for (a) the representations and warranties expressly set forth in this Article 2 ARTICLE II, (a) none of WCAS, WCAS SRS, SRS, the Company or any of the Company’s Subsidiaries (or any other Person) makes, or has made, any representation or warranty, express or implied, relating to Newco, the Company, the Company’s Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, (b) no Person has been authorized by WCAS, WCAS SRS, SRS, the Company or any of the Company’s Subsidiaries to make any representation or warranty, express or implied, relating ‑9‑ to Newco, the Company, any of the Company’s Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Solera or any of its Affiliates or the Representatives of any of the foregoing as having been authorized by any of WCAS, WCAS SRS, SRS, Newco, the Company or any of the Company’s Subsidiaries (or any other Transaction Documents (as limited by Section 10.11Person), and (bc) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecastestimate, projection, budgetprediction, data, financial review information, memorandum, presentation or advice that may have been any other materials or may information provided or addressed to Solera or any of its Affiliates or the Representatives of any of the foregoing, including any materials or information made available in the electronic data room made available to Solera in connection with the Prior Merger or in connection with presentations by the Company’s management, are not and shall not be provided deemed to be, or to include, representations or warranties unless and to the Buyer Parties extent any such materials or their respective Affiliates information is the subject of any express representation or Representatives by the Companies or any HoldCo Related Person)warranty set forth in ARTICLE II.

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11)None of WCAS, none of the Companies or any other Person makes or has made any other representation or warrantyWCAS SRS, expressed or implied, at law or in equity, with respect to the CompaniesSRS, the Transaction, the Shares Company or any of the Companies’ respective businesses, assets, liabilities, operations, prospectsCompany’s Subsidiaries (or any other Person) makes, or condition (financial has made, any representation or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authoritywarranty, express or implied, relating to make facts, occurrences, the existence of and non-existence of or any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject matter relating thereto for any period prior to the limited remedies herein Acquisition Time, with respect to SRS or therein providedits Subsidiaries. Except Subject to the foregoing and except for (a) the representations and warranties expressly set forth in this Article 2 ARTICLE II, (a) none of WCAS, WCAS SRS, SRS, the Company or any of the Company’s Subsidiaries (or any other Person) makes, or has made, any representation or warranty, express or implied, relating to Newco, the Company, the Company’s Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, (b) no Person has been authorized by WCAS, WCAS SRS, SRS, the Company or any of the Company’s Subsidiaries to make any representation or warranty, express or implied, relating ‑9‑ to Newco, the Company, any of the Company’s Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Solera or any of its Affiliates or the Representatives of any of the foregoing as having been authorized by any of WCAS, WCAS SRS, SRS, Newco, the Company or any of the Company’s Subsidiaries (or any other Transaction Documents (as limited by Section 10.11Person), and (bc) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecastestimate, projection, budgetprediction, data, financial review information, memorandum, presentation or advice that may have been any other materials or may information provided or addressed to Solera or any of its Affiliates or the Representatives of any of the foregoing, including any materials or information made available in the electronic data room made available to Solera in connection with the Prior Merger or in connection with presentations by the Company’s management, are not and shall not be provided deemed to be, or to include, representations or warranties unless and to the Buyer Parties extent any such materials or their respective Affiliates information is the subject of any express representation or Representatives by the Companies or any HoldCo Related Person).warranty set forth in ARTICLE II. ARTICLE III

Exclusivity of Representations. Except for Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and the parties hereto hereby agree, that the representations and warranties contained made by GP in this Agreement and the other Transaction Documents Article III (as limited modified by Section 10.11), none of the Companies Partnership Disclosure Letter) and in Article IV (as modified by the Partnership Disclosure Letter) are the exclusive representations and warranties made by GP or any other Person makes with respect to GP, including its businesses and assets or has made the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. GP hereby disclaims any other representation or warranty, expressed express or implied, at law written or in equityoral, representations or warranties with respect to the CompaniesGP, its businesses and assets, the Transactionmembership interests of GP and the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth herein, the Shares condition of the businesses and assets of GP and the membership interests of GP shall be “as is”, “where is” and “with all faults” and GP makes no warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to its businesses and any of its assets or as to the Companies’ respective businessescondition or workmanship thereof or the absence of any defects therein, assetswhether latent or patent. Neither GP, liabilitiesnor GP Parent, operationsnor any other Person, is, directly or indirectly, making any representations or warranties regarding any pro-forma financial information, financial projections or other forward-looking prospects, risks or condition statements (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any ) of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information GP made, communicated, communicated or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties Parent, Merger Subs or their respective Affiliates or their respective Representatives (including any opinion, information, forecast, projection, budget, financial review projection or advice that may have been in any management presentation or may be the confidential information memorandum provided to the Buyer Parties Parent, Merger Subs and their respective Affiliates and their respective Representatives), and GP and GP Parent hereby disclaim all Liability and responsibility for any such information and statements. It is understood that any Due Diligence Materials made available to Parent or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of GP or GP Parent or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)their respective Representatives.

Exclusivity of Representations. Except for Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and the parties hereto hereby agree, that the representations and warranties contained made by the Company in this Agreement Article IV [(Representations and Warranties of the other Transaction Documents Company)] (as limited modified by Section 10.11), none of the Companies Company Disclosure Letter) are the exclusive representations and warranties made by the Company or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the CompaniesCompany and the Company Subsidiaries (other than Seller in accordance with Article III [(Representations and Warranties of Seller)] and in any certificate, instrument or document delivered pursuant hereto), including the businesses and assets of each of them or the transactions contemplated by this Agreement. The Company and Seller hereby disclaim any other express or implied, written or oral, representations or warranties with respect to the Company, any Company Subsidiary, the Transactionbusinesses and assets of the Company and the Company Subsidiaries, the Shares Surviving Company Common Stock and the transactions contemplated by this Agreement or any transactions contemplated by any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth herein (including the representations and warranties set forth in Article III [(Representations and Warranties of Seller)], this Article IV [(Representations and Warranties of the Company)] and in any certificate, instrument or document delivered hereunder), the condition of the businesses and assets of the Company and the Company Subsidiaries and the Surviving Company Common Stock shall be “as is”, “where is” and “with all faults” and neither the Company nor Seller makes any warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses and any of the assets of the Company or any Company Subsidiary or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Neither the Company, Seller nor any other Person is, directly or indirectly, making any representations or warranties regarding any pro forma financial information, financial projections or other forward-looking prospects, risks or statements (financial or otherwise) of the Company or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information Company Subsidiaries made, communicated, communicated or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties Purchaser or its Affiliates or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review projection or advice that may have been in any management presentation or may be the confidential information memorandum provided to Purchaser and its Affiliates and their respective Representatives), and the Buyer Parties Company and Seller hereby disclaim all Liability and responsibility for any such information and statements. It is understood that any Due Diligence Materials made available to Purchaser or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of the Company, Seller or their respective Affiliates or their respective Representatives or otherwise modify or affect the representations and warranties made by the Companies Company and Seller in this Agreement and in any certificate, instrument or any HoldCo Related Person)document delivered hereunder.

Exclusivity of Representations. Except The representations and warranties made by Renova in Articles 6 and 7 are in lieu of and are exclusive of all other representations and warranties, including any implied warranties of merchantability, suitability or fitness for any particular purpose or any other implied warranty. EMYC acknowledges and agrees that except for the representations and warranties contained in this Agreement Articles 6 and 7, neither Renova, the Project Companies nor any of their respective Affiliates, agents, representatives, nor any other Transaction Documents Person (as limited by Section 10.11collectively, the “Renova Parties”), none of the Companies makes or shall be deemed to make, nor has EMYC or its Affiliates, agents, representatives, or any other Person makes or has made (collectively, the “EMYC Parties”), relied upon, any other representation or warranty, expressed written or oral, express or implied, at law or in equity, on behalf of any Renova Party with respect to the Purchased Securities, Renova, the Project Companies, or the Transactionassets or Liabilities of Renova or the Project Companies, the Shares or otherwise, including with respect to any other information provided to any EMYC Party, whether on behalf of Renova or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo other Renova Party. Renova hereby disclaims any other representations representation or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except warranty except for (a) the representations and warranties expressly set forth contained in this Article 2 Articles 6 and 7 whether made by or attributed to any Renova Party, notwithstanding the delivery or disclosure to any EMYC Party any documentation or other Transaction Documents (as limited information by Section 10.11)or purportedly by any Renova Party. In furtherance of the foregoing, EMYC acknowledges and (b) claims arising from actual fraudagrees that except for an Action based on the representations and warranties contained in Articles 6 and 7, HoldCo (directly and no Action may be brought by or on behalf of all HoldCo Related Persons) hereby disclaims all EMYC against Renova or any other Person, and neither Renova nor any other Person will have or be subject to any liability or obligation to any EMYC Party or any other Person, based on any representations and responsibility for warranties or resulting from the distribution to any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicatedEMYC Party, or furnished (any EMYC Party’s use of, any information, projections, documents or material made available to any EMYC Party at any time in certain “data rooms,” management presentations, “break-out” discussions, responses to questions submitted by or on behalf of EMYC, whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration expectation or investigation furtherance of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives transactions contemplated by the Companies or any HoldCo Related Person)this Agreement.

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents Article 4 (as limited modified by the Company Disclosure Schedule) or Section 10.11)9.16, none of the Companies Company, Parent, Seller or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the CompaniesParent, Seller, the TransactionCompany, its Subsidiaries, the Shares Interests or any of the CompaniesCompany’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo each of Parent and Seller disclaims any other representations or warranties, whether made by Parent, Seller, the Companies Company, its Subsidiaries or any of their respective Affiliates Affiliates, direct or indirect equityholders, officers, directors, employees, agents or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth contained in this Article 2 and the other Transaction Documents 4 (as limited modified by the Company Disclosure Schedule) or in Section 10.11)9.16, each of Parent and (b) claims arising from actual fraud, HoldCo Seller (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (includingprojection, without limitationforecast, forecastsstatement, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transactiontransactions contemplated hereby, in management presentations, in memoranda, in marketing materials, in functional “breakoutbreak-out” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties Purchaser or in any other form in consideration or investigation of the Transactiontransactions contemplated hereby) to the Buyer Parties Purchaser or their respective its Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties Purchaser or their respective its Affiliates or Representatives by Parent, Seller, the Companies Company or any HoldCo Related Person).. Except for the representations and warranties contained in this Article 4 (as modified by the Company Disclosure Schedule) or in Section 9.16, none of Parent, Seller, the Company or any Related Person has made or makes any representation or warranty to Purchaser or its Affiliates or Representatives regarding: (a) merchantability or fitness of any assets of the Company or its Subsidiaries for any particular purpose; (b) the nature or extent of any liabilities of the Company or its Subsidiaries; (c) the prospects of the business of the Company and its Subsidiaries; (d) the probable success or profitability of the Company or its Subsidiaries; or (e) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Purchaser or its Affiliates or made available to Purchaser and its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby, or in respect of any other matter or thing whatsoever. Notwithstanding anything herein or in any Transaction 34

Exclusivity of Representations. Except for the representations and warranties contained in Articles 4 and 5 of this Agreement and the other Transaction Documents (as limited modified by Section 10.11the Disclosure Schedules), none of the Companies Seller, the Company, any Company Subsidiary or any other Person has made, makes or has made shall be deemed to make any other representation or warrantywarranty of any kind whatsoever, expressed express or implied, written or oral, at law or in equity, with respect to on behalf of the CompaniesSeller, the Transaction, the Shares Company or any of the Companies’ respective businessesCompany Subsidiary, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates Affiliates, including with respect to the Company Shares or Representatives (collectively, “HoldCo Related Persons”)their respective assets and Liabilities, and no HoldCo Related Person has the Seller and the Company hereby disclaim all other representations and warranties of any authoritykind whatsoever, express or implied, to make any representationswritten or oral, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally at law or in writingequity, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted whether made by or on behalf of the Buyer Parties Seller, the Company, any Company Subsidiary or any other Person. Except for with respect to the representations and warranties contained in Article 4 and Article 5 of this Agreement (as modified by the Disclosure Schedules), the Seller and the Company hereby disclaim all liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in any other form in consideration or investigation of the Transactionwriting, including electronically) to the Buyer Parties or any of the Buyer’s Affiliates or any Representatives of the Buyer or any of the Buyer’s Affiliates, including omissions therefrom. Without limiting the foregoing, neither the Seller nor the Company makes any representation or warranty of any kind whatsoever, express or implied, written or oral, at law or in equity, to the Buyer or any of its Affiliates or any Representatives of the Buyer or any of its Affiliates regarding the success, profitability or value of the Company, the Company Subsidiaries, or their respective Affiliates or Representatives (including any opinionbusiness; provided, informationhowever, forecast, projection, budget, financial review or advice that may have been or may be provided nothing in this Section 5.28 shall limit Buyer’s remedies with respect to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)claims of intentional fraud.

Exclusivity of Representations. Except for Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and the parties hereto hereby agree, that the representations and warranties contained made by the Partnership in this Agreement and the other Transaction Documents Article IV (as limited modified by Section 10.11), none of the Companies Partnership Disclosure Letter) are the exclusive representations and warranties made by the Partnership or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the CompaniesPartnership and the Partnership Subsidiaries, including the businesses and assets of each of them or the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. The Partnership, GP Parent, and Sellers hereby disclaim any other express or implied, written or oral, representations or warranties with respect to the Partnership, any Partnership Subsidiary, the Transactionbusinesses and assets of the Partnership and the Partnership Subsidiaries, the Shares Units and the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth herein, the condition of the businesses and assets of the Partnership and the Partnership Subsidiaries and the Units shall be “as is”, “where is” and “with all faults” and neither the Partnership nor GP Parent nor any Seller makes any warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses and any of the assets of the Partnership or any Partnership Subsidiary or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Neither the Partnership, nor GP Parent nor any Seller nor any other Person is, directly or indirectly, making any representations or warranties regarding any pro-forma financial information, financial projections or other forward-looking prospects, risks or statements (financial or otherwise) of the Partnership or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information Partnership Subsidiaries made, communicated, communicated or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties Parent, Merger Subs or their respective Affiliates or their respective Representatives (including any opinion, information, forecast, projection, budget, financial review projection or advice that may have been in any management presentation or may be the confidential information memorandum provided to Parent, Merger Subs and their respective Affiliates and their respective Representatives), and the Buyer Parties Partnership, GP Parent and Sellers hereby disclaim all Liability and responsibility for any such information and statements. It is understood that any Due Diligence Materials made available to Parent or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of the Partnership, GP Parent or any Seller or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)their respective Representatives.

Exclusivity of Representations. Except for the representations and warranties contained made by Seller in Section 3.1 or in any Ancillary Agreement to be delivered by Seller pursuant to this Agreement, neither Seller nor any other Person makes any express or implied representation or warranty with respect to Seller, its Subsidiaries or their businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects, and Seller hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Seller in Section 3.1 or in any Ancillary Agreement and the other Transaction Documents (as limited to be delivered by Section 10.11)Seller pursuant to this Agreement, none neither Seller nor any of the Companies its Subsidiaries or Affiliates or any other Person makes or has made any other representation or warranty, expressed warranty to Buyer or implied, at law or in equityany of its respective representatives, with respect to the Companiesto, the Transaction, the Shares nor has Buyer or any of its respective representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to Seller, its Subsidiaries or the Companies’ respective businesses, assets, liabilities, operations, prospects, Business or condition (financial ii) any oral or otherwise), and HoldCo disclaims any other representations written information furnished or warranties, whether made by the Companies available to Buyer or any of their respective its representatives in the course of its due diligence investigation of Seller and its Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy, completeness or currency thereof, and neither Seller nor any of its Subsidiaries or Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form Person will have any liability to Buyer or any other Person in consideration or investigation respect of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (such information, including any opinion, subsequent use of such information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person).

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents ARTICLE 7 (as limited modified by Section 10.11)the Novartis Disclosure Schedule) and in the Ancillary Agreements, none of the Companies or neither Novartis nor any other Person makes or has made any other express or implied representation or warranty, expressed or implied, at law or in equity, warranty with respect to the CompaniesDrug Substances, the TransactionProducts, the Shares or any of Transferred Assets, the Companies’ respective businessesAssumed Liabilities, assetsthe Licensed IP, liabilities, operations, prospectsthe Transferred Website, or condition (financial or otherwise)the transactions contemplated by this Agreement, and HoldCo Novartis disclaims any other representations or warranties, whether made by the Companies Novartis, its Affiliates, or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein providedRepresentatives. Except for (a) the representations and warranties expressly set forth contained in this Article 2 and the other Transaction Documents ARTICLE 7 (as limited modified by Section 10.11)the Novartis Disclosure Schedule) and in the Ancillary Agreements, and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) Novartis hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (includingprojection, without limitationforecast, forecastsstatement, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any “data room room” relating to the Transactiontransactions contemplated by this Agreement, in management presentations, in memoranda, in marketing materials, in functional “breakoutbreak-out” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties Purchaser, or in any other form in consideration or investigation of the Transactiontransactions contemplated by this Agreement) to the Buyer Parties Purchaser, its Affiliates, or any of their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties Purchaser, its Affiliates, or any of their respective Affiliates or Representatives by the Companies any Representative of Novartis or any HoldCo Related Personof its Affiliates). Novartis makes no representations or warranties to Purchaser, its Affiliates, or any of their respective Representatives regarding (a) merchantability or fitness for any particular purpose, or (b) the probable success or profitability of the Drug Substances, the Products, the Transferred Assets, the Assumed Liabilities, or the Licensed IP. Novartis makes no representations or warranties to Purchaser, its Affiliates, or any of their respective Representatives regarding the Transferred Website or any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished therein. Without limiting the generality of the foregoing, Purchaser acknowledges and agrees that, except as expressly provided in this Agreement or in the Ancillary Agreements, Purchaser is acquiring the Transferred Assets on an “as is, where is” basis.

Exclusivity of Representations. Notwithstanding anything to the contrary herein, it is the explicit intent of the parties hereto, and the parties hereby agree, that the representations and warranties made by the Company and Seller in Article II and Article III, as applicable, (as qualified by the Company Disclosure Schedule hereto) and any Transaction Agreement, and any certificate, instrument or document delivered pursuant hereto by Seller or the Company are the exclusive representations and warranties made by the Company, Seller or any other Person with respect to the Company and its Subsidiaries, including the businesses and assets of each of them or the subject matter of this Agreement and such Transaction Agreements. Seller and the Company hereby disclaims any other express or implied representations or warranties made by any Person with respect to itself, the Company or any of the Company’s Subsidiaries or the businesses, properties and assets of the Company and its Subsidiaries, and the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth herein, the condition of the assets of the Company and its Subsidiaries shall be “as is”, “where is” and “with all faults” and Seller and the Company makes no warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses and any of the assets of the Company or any of its Subsidiaries or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except for the representations and warranties contained made by the Company and Seller in this Agreement Article II and the other Transaction Documents Article III, as applicable, (as limited qualified by Section 10.11)the Company Disclosure Schedule hereto) and any Transaction Agreement, none of and any certificate, instrument or document delivered pursuant hereto by Seller or the Companies Company, neither Seller nor the Company is, directly or indirectly, and nor any other Person makes on behalf of Seller or has made the Company is, making any representations or warranties regarding any pro-forma financial information, financial projections or other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, forward-looking prospects, risks or condition statements (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by ) of the Companies Company or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information its Subsidiaries made, communicated, communicated or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties Parent or its Affiliates (including Acquiror) or their respective Affiliates officers, directors, managers, employees or Representatives representatives (including any opinion, information, forecast, projection, budget, financial review projection or advice that may have been in any management presentation or may be confidential information memorandum provided to Parent and its Affiliates (including Acquiror) or their respective officers, directors, managers, employees or representatives), and Seller and the Buyer Parties Company and hereby disclaims all Liability and responsibility for any such information and statements. It is understood that any due diligence materials made available to Parent or its Affiliates (including Acquiror) or their respective officers, directors, managers, employees or representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of Seller, the Company or their respective Affiliates or Representatives by the Companies officers, directors, managers, employees or any HoldCo Related Person)representatives. ARTICLE IV.

Exclusivity of Representations. Except for Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and the parties hereto hereby agree, that the representations and warranties contained made by the Company in this Agreement and the other Transaction Documents Article IV (as limited modified by Section 10.11), none of the Companies Company Disclosure Letter) are the exclusive representations and warranties made by the Company or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the CompaniesCompany and the Company Subsidiaries (other than Seller in accordance with Article III (Representations and Warranties of MIC and Seller) and in any certificate, instrument or document delivered pursuant hereto), including the businesses and assets of each of them or the transactions contemplated by this Agreement. The Company and Seller hereby disclaim any other express or implied, written or oral, representations or warranties with respect to the Company, any Company Subsidiary, the Transactionbusinesses and assets of the Company and the Company Subsidiaries, the Shares Units and the transactions contemplated by this Agreement. Except as expressly set forth in Article III (Representations and Warranties of MIC and Seller), this Article IV (Representations and Warranties of the Company) and any certificate, instrument or document delivered pursuant hereto, and without limiting the representation and warranties set forth in Article III (Representations and Warranties of MIC and Seller) or this Article IV (Representations and Warranties of the Company) or any certificate, instrument or document delivered hereunder, the condition of the businesses and assets of the Company and the Company Subsidiaries and the Units shall be “as is”, “where is” and “with all faults” and neither the Company nor Seller makes any warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses and any of the assets of the Company or any Company Subsidiary or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except as expressly set forth in Article III (Representations and Warranties of MIC and Seller), this Article IV (Representations and Warranties of the Company) and any certificate, instrument or document delivered pursuant hereto, and without limiting the representations and warranties in Article III (Representations and Warranties of MIC and Seller) or this Article IV (Representations and Warranties of the Company) or any certificate, instrument or document delivered hereunder, neither the Company, Seller nor any other Person is, directly or indirectly, making any representations or warranties regarding any pro-forma financial information, financial projections or other forward-looking prospects, risks or statements (financial or otherwise) of the Company or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information Company Subsidiaries made, communicated, communicated or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties Purchaser or its Affiliates or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review projection or advice that may have been in any management presentation or may be the confidential information memorandum provided to Purchaser and its Affiliates and their respective Representatives), and the Buyer Parties Company and Seller hereby disclaim all Liability and responsibility for any such information and statements, except for Fraud. It is understood that any Due Diligence Materials made available to Purchaser or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of the Company, Seller or their respective Affiliates or Representatives their respective Representatives, or otherwise modify or affect the representations and warranties made by the Companies or any HoldCo Related PersonCompany in this Article IV (as modified by the Company Disclosure Letter).. 63

Exclusivity of Representations. Except Parent and Merger Sub acknowledge and agree, for themselves and on behalf of their Representatives and Affiliates, that, except for the representations and warranties contained of the Company expressly set forth in this Agreement Agreement, the Related Agreements and the other Transaction Documents certificates contemplated hereby and thereby, (as limited by Section 10.11), none a) neither the Company nor any of the Companies its Subsidiaries (or any other Person makes Person) makes, or has made made, any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Transactions, (b) no Person has been authorized by the Company or any of its Subsidiaries to make any representationsrepresentation or warranty, express or implied, relating to the Company, its Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the Transactions, and if made, **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** such representation or warranty must not be and has not been relied upon by Parent or Merger Sub or any of their Affiliates or Representatives as having been authorized by the Company or any of its Subsidiaries (or any other Person) and (c) Parent and Merger Sub and their Representatives and Affiliates are not acting (including when entering into or consummating this Agreement or the Transactions) in reliance on any representation or warranty, express or implied, written or oral, or in reliance on any materials, statements or information provided or addressed to Parent or Merger Sub or their Representatives or Affiliates in any electronic data room hosted by or on behalf of the Company in connection with the Transactions, in any presentations by the Company's management or in any other form or setting, or in reliance on the accuracy, sufficiency or completeness of any such representation, warranty, materials, statements or information and that no Person shall have any liability with respect to any such representation, warranty, materials, statements or information or omissions therefrom.Parent and Merger Sub acknowledge and agree, for themselvesand on behalf of their Representatives and Affiliates, that any estimate, projection, predictioli, data, memorandum, presentation or forward looking statement (including any forward looking statement regarding revenues, costs, margins or other financial information or the acquisition or retention of employees, customers or other business partners) provided or addressed to Parent or Merger Sub or any of their Affiliates or Representatives, or any materials or information made available in the electronic data room hosted by or on behalf of the Company in connection with the Transactions or in connection with presentations or statementsby the Company's management, are not and shall not be deemed to be or includerepresentations or warranties and have not been relied upon by Parent, Merger Sub or agreements not specifically any of their Affiliates or Representatives, except as otherwise expressly set forth in this Agreement or Agreement, the other Transaction Documents Related Agreements and subject the certificates contemplated hereby and thereby, and Parent and its Affiliates shall have no claim against any Person with respect thereto. Notwithstanding anything to the limited remedies herein or therein provided. Except for (a) contrary herein,nothing contained in this Agreement shall limit the recourse of any Party in the event of intentional fraud, committed with actual knowledge, with respect to representations and warranties expressly set forth in this Article 2 and Agreement or the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)certificates contemplated hereby.

Exclusivity of Representations. Except Buyer acknowledges and agrees that, except for the express representations and warranties contained in this Agreement Section 3.1 or in any Ancillary Agreement, (a) Sellers have made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby and the other Transaction Documents (as limited by Section 10.11), none of the Companies or b) Buyer has not relied on any other Person makes or has made any other representation or warranty, expressed express or implied, at law in connection with the transactions contemplated hereby. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, subject to the express representations and warranties of Sellers contained in Section 3.1 and except as otherwise expressly provided in this Agreement or any Ancillary Agreement, Buyer is acquiring the Purchased Assets on an “as is, where is” basis without any express or implied warranties, either in equityfact or by operation of law, by statute or otherwise, including any warranty as to quality, the fitness for a particular purpose, merchantability, condition of the Purchased Assets or as to any other matter. Buyer acknowledges that it has been permitted full access to the books and records of the Product Business that it has desired or requested to see and review, and that it has had a full opportunity to meet with employees of Sellers and their respective Affiliates to discuss the Product Business, the Products, the Purchased Assets and the Assumed Liabilities. Buyer has received and may continue to receive from Sellers and their respective Affiliates certain estimates, projections, plans, budgets and other forecasts for the Product Business. Except as expressly set forth in any representation or warranty in Section 3.1 and except for claims of fraud and intentional misconduct, Buyer acknowledges and agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to Article 5 (or otherwise) with respect to the Companiesany information, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospectsdocuments, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made materials furnished to Buyer by the Companies Sellers or any of their respective Affiliates or Representatives (collectivelyany of their respective officers, “HoldCo Related Persons”)directors, and no HoldCo Related Person has employees, agents or advisors, including any authorityinformation, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicateddocuments, or furnished (whether orally or in writing, material made available to Buyer in any “data room relating to the Transactionroom”, in management presentationspresentation, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration connection with the transactions contemplated by this Agreement or investigation any Ancillary Agreement. Buyer acknowledges that these estimates, projections, forecasts, plans and budgets, and the assumptions on which they are based, were prepared for specific purposes and may vary significantly from each other. Further, Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that Buyer is taking full responsibility for making its own evaluation of the Transactionadequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) to the and that Buyer Parties is not relying on any estimates, projections, forecasts, plans or budgets made available or otherwise furnished by Sellers or their respective Affiliates, and Buyer shall not, and shall cause its Affiliates or Representatives not to, hold any such Person liable with respect thereto (whether in warranty, contract, tort (including any opinionnegligence or strict liability) or otherwise). Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person).as amended. Confidential Portions are marked: [***]

Exclusivity of Representations. Except The Representations and Warranties made by Renova in Articles 6 and 7 are in lieu of and are exclusive of all other Representations and Warranties, including any implied warranties of merchantability, suitability or fitness for any particular purpose or any other implied warranty. EMYC acknowledges and agrees that except for the representations Representations and warranties Warranties contained in this Agreement Articles 6 and 7, neither Renova, the Project Companies nor any of their respective Affiliates, agents, representatives, nor any other Transaction Documents Person (as limited by Section 10.11collectively, the “Renova Parties”), none of the Companies makes or shall be deemed to make, nor has EMYC or its Affiliates, agents, representatives, or any other Person makes or has made (collectively, the “EMYC Parties”), relied upon, any other representation or warranty, expressed written or oral, express or implied, at law or in equity, on behalf of any Renova Party with respect to the Swapped Securities, Renova, the Project Companies, or the Transactionassets or liabilities of Renova or the Project Companies, the Shares or otherwise, including with respect to any other information provided to any EMYC Party, whether on behalf of Renova or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo other Renova Party. Renova hereby disclaims any other representations representation or warranties, warranty except for the Representations and Warranties contained in Articles 6 and 7 whether made by or attributed to any Renova Party, notwithstanding the Companies delivery or disclosure to any EMYC Party any documentation or other information by or purportedly by any Renova Party. In furtherance of their respective Affiliates the foregoing, EMYC acknowledges and agrees that except for an Action based on the Representations and Warranties contained in Articles 6 and 7, no Action may be brought by or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all EMYC against Renova or any other Person, and neither Renova nor any other Person will have or be subject to any liability or obligation to any EMYC Party or any other Person, based on any Representations and responsibility for Warranties or resulting from the distribution to any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicatedEMYC Party, or furnished (any EMYC Party’s use of, any information, projections, documents or material made available to any EMYC Party at any time in certain “data rooms,” management presentations, “break-out” discussions, responses to questions submitted by or on behalf of EMYC, whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration expectation or investigation furtherance of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives transactions contemplated by the Companies or any HoldCo Related Person)this Agreement.

Exclusivity of Representations. The Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of the Vessels and the Operation SPVs, which investigation, review and analysis was done by the Buyer and its representatives. In entering into this Agreement, the Buyer has relied solely upon the aforementioned investigation, review and analysis and not on any representations or opinions (whether written or oral) of the Seller or its Affiliates (except the specific representations made in Article 3 or Article 4 or in the MOA). Except for the representations and warranties contained in Article 3 or Article 4, the representations and warranties in the MOA and in the certificate delivered to the Buyer pursuant to Section 7.1(c), the Buyer acknowledges that (a) NEITHER THE SELLER PARENT OR THE SELLER OR ANY OTHER PERSON ON BEHALF OF THE SELLER MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, WITH RESPECT TO THE VESSELS, THE SELLER OR ITS SUBSIDIARIES, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OR (II) THE PROBABLE SUCCESS OR PROFITABILITY OF THE VESSELS AND THE OPERATION SPVS AFTER THE CLOSING and (b) neither the Seller nor any other Person will have or be subject to any liability or indemnification obligation to the Buyer Group or any other Person resulting from the distribution to the Buyer or any other Person, or their use of, any information provided in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including any information, documents, projections, forecasts or other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has material made any other representation or warranty, expressed or implied, at law or in equity, with respect available to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, them in any “data room relating to the Transaction, in rooms” or management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties presentations or in any other form in consideration expectation of, or investigation of in connection with, the Transaction) to transactions contemplated by this Agreement or the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)Ancillary Agreements.

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement The Buyer and the other Transaction Documents (as limited by Section 10.11)Transitory Subsidiary each acknowledge and agree that, none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except except for (a) the representations and warranties expressly set forth in Article III, (a) neither the Company nor any other Person makes, or has made, any representation or warranty relating to the Company or the Subsidiaries or any of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby and neither the Buyer nor any of its Affiliates or the Representatives of any of the foregoing is relying on any representation or warranty except for the representations and warranties expressly set forth in Article 2 III, (b) no Person has been authorized by the Company to make any representation or warranty relating to the Company or any of its businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby and if made, such representation or warranty must not be and has not been relied upon by the Buyer or any of the Affiliates or the Representatives of any of the foregoing as having been authorized by the Company (or any other Transaction Documents (as limited by Section 10.11Person), except for the representations and warranties expressly set forth in Article III, and (bc) claims arising from actual fraudany estimate, HoldCo (directly and on behalf projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Buyer or any of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express the Affiliates or implied representation, warranty, projection or forecast the Representatives of any kind (includingof the foregoing, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) including any materials or information made, communicated, or furnished (whether orally or made available in writing, in any the electronic data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted hosted by or on behalf of the Buyer Parties Company in connection with the transactions contemplated hereby or in any other form in consideration or investigation connection with presentations by the management of the Transaction) Company or the Subsidiaries, are not and shall not be deemed to be or include representations or warranties unless and to the Buyer Parties extent any such materials or their respective Affiliates information is the subject of an express representation or Representatives (including warranty set forth in Article III. Notwithstanding the foregoing, nothing in this Agreement shall, or shall be deemed or construed to, preclude, limit or impair any opinionclaim in respect of, informationrelieve any Person of any liability or obligation for, forecastor limit or impair any recourse or remedy of any Person available in respect of, projectionFraud, budget, financial review whether based on representations or advice that may have been statements set forth in or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)outside of this Agreement.

Exclusivity of Representations. Except for Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and the parties hereto hereby agree, that the representations and warranties contained made by the Company, the Shareholders and the Real Estate Seller in this Agreement Article IV are the exclusive representations and warranties made by the other Transaction Documents (as limited by Section 10.11)Company, none of the Companies Shareholders, the Real Estate Seller or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the CompaniesCompany, the TransactionShareholders and the Real Estate Seller, including the business and assets of each of them or the transactions contemplated by this Agreement. The Company, the Shares Shareholders and the Real Estate Seller hereby disclaim any other express or implied, written or oral, representations or warranties with respect to the Company, the Shareholders and the Real Estate Seller, and the businesses and assets of the Company and the Real Estate Seller. Except as expressly set forth herein, the condition of the businesses and assets of the Company and the Real Estate Seller shall be “as is”, “where is” and “with all faults” and neither the Company nor the Shareholders nor the Real Estate Seller make any warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the business and any of the Companies’ respective businessesassets of the Company or the Real Property or as to the condition or workmanship thereof or the absence of any defects therein, assetswhether latent or patent. Except to the extent expressly set forth herein, liabilitiesneither the Company, operationsnor any Shareholder nor Real Estate Seller nor any Person is, directly or indirectly, making any representations or warranties regarding any pro forma financial information, financial projections or other forward-looking prospects, risks or condition statements (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by ) of the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information Company made, communicated, communicated or furnished (whether orally or in writing) to Buyer or its Affiliates or their respective representatives. It is understood that any due diligence materials made available to Buyer or its Affiliates or their respective representatives do not, in any data room relating to the Transactiondirectly or indirectly, in management presentationsand shall not be deemed to, in memorandadirectly or indirectly, in marketing materials, in functional “breakout” discussions, in responses to questions contain representations or requests submitted by or on behalf warranties of the Buyer Parties or in any other form in consideration or investigation of Company, the Transaction) to Shareholders and/or the Buyer Parties Real Estate Seller or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)representatives.

Exclusivity of Representations. Except Buyer acknowledges and agrees that, except for the express representations and warranties contained in this Agreement and the other Transaction Documents Section 3.1, (as limited by Section 10.11), none of the Companies or any other Person makes or a) Seller has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby and (b) Buyer has not relied on any other representation or warranty, expressed express or implied, at law in connection with the transactions contemplated hereby. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement, Buyer is acquiring the Purchased Assets and assuming the Assumed Liabilities [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. (including, for clarity, the Purchased Product Promotional Materials) and the Transferred Inventory on an “as is, where is” basis without any express or implied warranties, either in equityfact or by operation of law, by statute or otherwise, including any warranty as to quality, the fitness for a particular purpose, merchantability, condition of the Purchased Assets or the Transferred Inventory or as to any other matter. Buyer acknowledges that it has been permitted full access to the books and records of the Product Business that it has desired or requested to see and review, and that it has had a full opportunity to meet with employees of Seller and its Affiliates to discuss the Product Business, the Product, the Purchased Assets and the Assumed Liabilities. Except as expressly set forth in any representation or warranty in Section 3.1, Buyer acknowledges and agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to Article 5 (or otherwise) with respect to the Companiesany information, the Transactiondocuments, the Shares or materials furnished to or for Buyer by Seller or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies its Affiliates or any of their respective Affiliates officers, directors, employees, agents or Representatives (collectivelyadvisors, “HoldCo Related Persons”)including any information, and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicateddocuments, or furnished (whether orally or in writing, material made available to Buyer in any “data room relating to the Transactionroom,” management presentation, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration connection with the transactions contemplated by this Agreement or investigation any Ancillary Agreement. Buyer has received and may continue to receive from Seller and its Affiliates certain estimates, projections, plans, budgets and other forecasts for the Product Business. Buyer acknowledges that these estimates, projections, forecasts, plans and budgets, and the assumptions on which they are based, were prepared for specific purposes and may vary significantly from each other. Further, Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that Buyer is taking full responsibility for making its own evaluation of the Transactionadequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) to and that Buyer is not relying on any estimates, projections, forecasts, plans or budgets made available or otherwise furnished by Seller or its Affiliates, and Buyer shall not, and shall cause its Affiliates not to, hold any such Person liable with respect thereto (whether in warranty, contract, tort (including negligence or strict liability) or otherwise). Notwithstanding the foregoing, nothing set forth herein shall limit or otherwise impair the rights of the Buyer Parties under this Agreement or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)applicable Law arising out of fraud.

Exclusivity of Representations. Except 3.3.1 Buyer acknowledges and agrees that, except for the express representations and warranties contained in this Agreement and the other Transaction Documents Section 3.1 or in any Ancillary Agreement, (as limited by Section 10.11), none of the Companies or any other Person makes or a) Seller has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and (b) Buyer has not relied on any other representation or warranty, expressed express or implied, at law in connection with the transactions contemplated hereby or by the Ancillary Agreements. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement or in equityany Ancillary Agreement, Buyer is acquiring the Purchased Assets on an “as is, where is” basis without any express or implied warranties, either in fact or by operation of law, by statute or otherwise, including any warranty as to quality, the fitness for a particular purpose, merchantability, condition of the Purchased Assets or as to any other matter. Buyer acknowledges that it has been permitted access to the books and records of the Product Business that it has desired or requested to see and review, and that it has had an opportunity to meet with employees of Seller and its Affiliates to discuss the Product Business, the Product, the Authorized Generic Product, the Purchased Assets and the Assumed Liabilities. Except as expressly set forth in any representation or warranty in Section 3.1, Buyer acknowledges and [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to the Companiesany information, the Transactiondocuments, the Shares or materials furnished to or for Buyer by Seller or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies its Affiliates or any of their respective officers, directors, employees, agents or advisors, including any information, documents, or material made available to Buyer in any “data room”, management presentation, or any other form in connection with the transactions contemplated by this Agreement. Buyer has received and may continue to receive from Seller and its Affiliates certain estimates, projections, plans, budgets and other forecasts for the Product Business or Representatives (collectivelythe Authorized Generic Product. Buyer acknowledges that these estimates, “HoldCo Related Persons”)projections, forecasts, plans and budgets, and no HoldCo Related Person has any authoritythe assumptions on which they are based, express or impliedwere prepared for specific purposes and may vary significantly from each other. Further, Buyer acknowledges that there are uncertainties inherent in attempting to make any representationssuch estimates, warranties or agreements not specifically set forth in this Agreement or projections, forecasts, plans and budgets, that Buyer is taking full responsibility for making its own evaluation of the other Transaction Documents adequacy and subject accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the limited remedies herein or therein provided. Except for (areasonableness of the underlying assumptions) the representations and warranties that, except as expressly set forth in this Article 2 and the other Transaction Documents (as limited by any representation or warranty in Section 10.11)3.1, and (b) claims arising from actual fraudBuyer is not relying on any estimates, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitationprojections, forecasts, projections plans or budgets for financial performance made available or otherwise furnished by Seller or its Affiliates, and Buyer shall not, and shall cause its Affiliates not to, hold any such as revenuesPerson liable with respect thereto (whether in warranty, expenses contract, tort (including negligence or EBITDAstrict liability) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Personotherwise).

Exclusivity of Representations. Except for Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and the parties hereto hereby agree, that the representations and warranties contained made by MIC in this Agreement and the other Transaction Documents Article V (as limited modified by Section 10.11MIC Disclosure Letter), none of including in any certificate delivered pursuant to Article IX, are the Companies exclusive representations and warranties made by MIC or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to MIC and the CompaniesMIC Subsidiaries, including the Transactionbusinesses and assets of each of them or the transactions contemplated by this Agreement and any certificate, the Shares instrument or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo document delivered pursuant hereto. MIC hereby disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, written or oral, representations or warranties with respect to make MIC, any representationsMIC Subsidiary, warranties or agreements not specifically set forth in the businesses and assets of MIC and the MIC Subsidiaries, the Common Shares and the transactions contemplated by this Agreement or the other Transaction Documents and subject to the limited remedies herein any transactions contemplated by any certificate, instrument or therein provideddocument delivered pursuant hereto. Except for (a) the representations and warranties as expressly set forth in this Article 2 Agreement, the condition of the businesses and assets of MIC and the other Transaction Documents (MIC Subsidiaries shall be “as limited by Section 10.11)is”, “where is” and (b) claims arising from actual fraud“with all faults” and MIC does not make any warranty of merchantability, HoldCo (directly suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses and on behalf any of all HoldCo Related Persons) hereby disclaims all liability and responsibility for the assets of MIC or any express MIC Subsidiary or implied representation, warranty, projection as to the condition or forecast workmanship thereof or the absence of any kind (includingdefects therein, without limitationwhether latent or patent. Except as set forth in this Agreement, forecastsneither MIC nor any other Person is, directly or indirectly, making any representations or warranties regarding any pro-forma financial information, financial projections or budgets for other forward-looking prospects, risks or statements (financial performance such as revenues, expenses or EBITDAotherwise) of MIC or information any of MIC Subsidiaries made, communicated, communicated or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties Parent or its Affiliates or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review projection or advice that may have been in any management presentation or may be the confidential information memorandum provided to the Buyer Parties Parent and its Affiliates and their respective Representatives), and MIC hereby disclaims all Liability and responsibility for any such information and statements. It is understood that any Due Diligence Materials made available to Parent or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of MIC or its Affiliates or Representatives by the Companies or any HoldCo Related Person)its Representatives.

Exclusivity of Representations. Except for the representations and warranties contained in Article V or this Agreement and the other Transaction Documents Article VI (as limited modified by Section 10.11the Disclosure Letters), none of the Companies Companies, Seller or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to Seller, the Companies, the Companies’ Subsidiaries, the Transaction, the Shares Membership Interests or any of Seller’s, the Companies’ or the Companies’ Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims Seller and the Companies each disclaim any other representations or warranties, whether made by Seller, the Companies Companies, the Companies’ Subsidiaries or any of their respective Affiliates Affiliates, direct or indirect equityholders, officers, directors, employees, agents or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein providedAncillary Agreements. Except for (a) the representations and warranties expressly set forth in Article V or this Article 2 VI (as modified by the Disclosure Letters), Seller and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo Companies (directly and on behalf of all HoldCo Related Persons) each hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses expenses, or EBITDA) EBITDA(M)), budget statement, or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakoutbreak-out” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective its Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective its Affiliates or Representatives by Seller, the Companies or any HoldCo Related Person). Except for the representations and warranties contained in Article V or this Article VI (as modified by the Disclosure Letters), none of Seller, the Companies or any Related Person has made or makes any representation or warranty to Buyer or its Affiliates or Representatives regarding: (a) merchantability or fitness of any assets of the Companies or its Subsidiaries for any particular purpose; (b) the nature or extent of any liabilities of the Companies or its Subsidiaries; (c) the prospects of the business of the Companies and its Subsidiaries and any financial forecast or projection; (d) the probable success or profitability of the Companies or its Subsidiaries; (e) the impact of competition, weather or other factors impacting historical, actual and projected financial performance or (f) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” management presentations (including any oral or written statements, opinions, forecasts, projections or budgets for financial performance by any employee or agent of the Companies or their affiliates or subsidiaries) or in any other form in expectation of, or in connection with, the Transaction, or in respect of any other matter or thing whatsoever.

Exclusivity of Representations. Except for Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and the parties hereto hereby agree, that the representations and warranties contained made by the Company in this Agreement and the other Transaction Documents Article VI (as limited modified by Section 10.11the Company Disclosure Letter), none of including in any certificate delivered pursuant to Article IX, are the Companies exclusive representations and warranties made by the Company or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Company and each of the MIC Hawaii Companies, including the Transaction, businesses and assets of each of them or the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made transactions contemplated by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and any certificate, instrument or the other Transaction Documents and subject to the limited remedies herein or therein provideddocument delivered pursuant hereto. Except for (a) the representations and warranties as expressly set forth in this Article 2 V, the Company hereby disclaims any other express or implied, written or oral, representations or warranties with respect to the Company, any MIC Hawaii Company, the businesses and assets of the Company and each of the MIC Hawaii Companies, the Common Units and the other Transaction Documents (transactions contemplated by this Agreement or any transactions contemplated by any certificate, instrument or document delivered pursuant hereto. Except as limited by Section 10.11)expressly set forth herein, the condition of the businesses and (b) claims arising from actual fraudassets of the Company and each of the MIC Hawaii Companies shall be “as is”, HoldCo (directly “where is” and on behalf “with all faults” and the Company does not make any warranty of all HoldCo Related Persons) hereby disclaims all liability merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses and responsibility for any express of the assets of the Company or implied representation, warranty, projection any of the MIC Hawaii Companies or forecast as to the condition or workmanship thereof or the absence of any kind (includingdefects therein, without limitationwhether latent or patent. Except as expressly set forth in this Article V, forecastsneither the Company nor any other Person is, directly or indirectly, making any representations or warranties regarding any pro-forma financial information, financial projections or budgets for other forward-looking prospects, risks or statements (financial performance such as revenues, expenses or EBITDAotherwise) of the Company or information any of the MIC Hawaii Companies made, communicated, communicated or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties Parent or its Affiliates or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review projection or advice that may have been in any management presentation or may be the confidential information memorandum provided to Parent and its Affiliates and their respective Representatives), and the Buyer Parties Company hereby disclaims all Liability and responsibility for any such information and statements. It is understood that any Due Diligence Materials made available to Parent or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of the Company or its Affiliates or Representatives its Representatives, or otherwise modify or affect the representations and warranties made by the Companies or any HoldCo Related PersonCompany in this Article V (as modified by the Company Disclosure Letter).

Exclusivity of Representations. Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 4 and the Seller Disclosure Schedule and in any certificate delivered to Buyer by Seller pursuant to Section 3.4(b)(iv), (a) neither Seller nor any of its Subsidiaries (or any other Transaction Documents Person) makes, or has made, any representation or warranty relating to Seller, its Subsidiaries or any of their businesses or operations (including the Business, the Acquired Assets or the Assumed Liabilities) or otherwise in connection with this Agreement or the transactions contemplated hereby, (b) no Person has been authorized by Seller or any of its Subsidiaries to make any representation or warranty relating to Seller, its Subsidiaries or any of their businesses or operations (including the Business, the Acquired Assets or the Assumed Liabilities) or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Buyer or any of its Affiliates or Representatives as limited having been authorized by Section 10.11Seller or any of its Subsidiaries (or any other Person), and (bc) claims arising from actual fraudany estimate, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for projection, prediction, data, financial information, memorandum, presentation or any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) other materials or information madeprovided or addressed to Buyer or any of its Affiliates or Representatives, communicated, including any materials or furnished (whether orally or information made available in writing, in any the electronic data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted hosted by or on behalf of Seller in connection with the Buyer Parties transactions contemplated hereby or in any other form in consideration connection with presentations by Seller’s management, are not and shall not be deemed to be or investigation of the Transaction) include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in this Article 4 and the Seller Disclosure Schedule. The representations and warranties made by Seller in this Agreement and the Seller Disclosure Schedule are in lieu of and are exclusive of all other representations and warranties, including any implied warranties. Seller hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure to Buyer Parties or their respective any of its Affiliates or Representatives of any documentation or other information (including any opinion, pro forma financial information, forecast, projection, budget, supplemental data or financial review projections or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Personother forward-looking statements).

Exclusivity of Representations. The Seller has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, condition (financial or otherwise) and prospects of OPCO, which investigation, review and analysis was done by the Seller and its representatives. In entering into this Agreement, the Seller relied solely upon the aforementioned investigation, review and analysis and not on any representations or opinions (whether written or oral) of OPCO or its Affiliates (except the specific representations made in Article 5 or in the MOA). Except for the representations and warranties contained in Article 5 and Article 6, the representations and warranties in the MOA and in the certificate delivered to the Seller pursuant to Section 8.1, the Seller acknowledges that (a) NONE OF THE BUYER GROUP OR ANY OTHER PERSON ON BEHALF OF THE BUYER GROUP MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, WITH RESPECT TO ANY OF THE BUYER GROUP OR THEIR AFFILIATES OR THEIR BUSINESS, OPERATIONS, ASSETS, LIABILITIES, RESULTS OF OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OR (II) THE PROBABLE SUCCESS OR PROFITABILITY OF THE OPCO AND ITS AFFILIATES OR THE BUSINESS THEREOF AFTER THE CLOSING and (b) neither the Buyer Group nor any other Person will have or be subject to any liability or indemnification obligation to the Seller, its Subsidiaries or any other Person resulting from the distribution to the Seller or any other Person, or their use of, any information provided in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including any information, documents, projections, forecasts or other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has material made any other representation or warranty, expressed or implied, at law or in equity, with respect available to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, them in any “data room relating to the Transaction, in rooms” or management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties presentations or in any other form in consideration expectation of, or investigation of in connection with, the Transaction) to transactions contemplated by this Agreement or the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person)Ancillary Agreements.