Common use of Exclusivity of Representations Clause in Contracts

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except for the express representations and warranties contained in Section 3.1 or in any Ancillary Agreement, (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 representation or warranty, express or implied, 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 any 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except for the express The representations and warranties contained made by the Seller in Section 3.1 this Article 4, the certificates delivered pursuant to this Agreement and the Ancillary Agreements are the exclusive representations and warranties made by or concerning the Seller. Except as otherwise expressly set forth in any this Article 4, the certificates delivered pursuant to this Agreement and the Ancillary AgreementAgreements, (a) the Seller has made no representation expressly disclaims any representations or warranty whatsoever herein warranties of any kind or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and (b) Buyer has not relied on any representation or warrantynature, express or implied, written or oral, as to the condition, value or quality of any business or assets of any member of the Company Group or otherwise, and (b) the Seller expressly disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to the assets of any member of the Company Group, any part thereof, the workmanship thereof, and the absence of any defects therein, whether latent or patent, it being understood that except for the representations set forth in connection with this Article 4, the transactions contemplated hereby or by certificates delivered hereunder and the Ancillary Agreements. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement or in any Ancillary Agreement, Buyer is acquiring the Purchased Assets on an such subject assets are “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, on 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 reviewClosing Date, and that it has had an opportunity to meet with employees of Seller in their present condition, and the Buyer and its Affiliates to discuss the Product Business, the Product, the Authorized Generic Product, the Purchased Assets shall rely on their own examination and the Assumed Liabilitiesinvestigation thereof. Except as expressly set forth in any representation or warranty in Section 3.1this Article 4, Buyer acknowledges and agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification the certificates delivered pursuant to ARTICLE 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of 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 Agreement and may continue to receive from Seller and its Affiliates certain estimates, projections, plans, budgets and other forecasts for the Product Business or the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements, the Seller is not, directly or indirectly, making any representations or warranties regarding pro forma financial information, financial projections or other forward-looking statements of any member of the Company Group.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except Except for the express representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 3.1 10.11), none of the Companies or in any Ancillary Agreement, (a) Seller other Person makes or 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 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, in connection with the transactions contemplated hereby to make any representations, warranties or by the Ancillary Agreements. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly provided 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 any Ancillary Agreementthis Article 2 and the other Transaction Documents (as limited by Section 10.11), Buyer is acquiring the Purchased Assets and (b) claims arising from actual fraud, HoldCo (directly and on an “as is, where is” basis without behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied warrantiesrepresentation, either 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 fact 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 operation of law, by statute or otherwise, including any warranty as to quality, the fitness for a particular purpose, merchantability, condition on behalf of the Purchased Assets Buyer Parties 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of 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 consideration or the Authorized Generic Product. 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 investigation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished Transaction) to it 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 reasonableness of Buyer Parties or their respective Affiliates or Representatives by the underlying assumptions) and that, except as expressly set forth in Companies or any representation or warranty in Section 3.1, 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 otherwiseHoldCo Related Person). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except for the express The representations and warranties contained in Section 3.1 or in any Ancillary Agreement, (a) made by 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 representation or warranty, express or implied, 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 any Ancillary Agreement, Buyer is acquiring Article III are the Purchased Assets on an “as is, where is” basis without any express or implied warranties, either in fact or exclusive representations and warranties made by operation of law, by statute or otherwise, including any warranty as Seller with respect to qualitySeller, 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 BusinessCompany, the ProductChinese JV any of their respective Affiliates, the Authorized Generic ProductBusiness, the Purchased Assets and the Assumed Liabilities. Except as expressly set forth in Seller hereby disclaims any representation other express or warranty in Section 3.1, Buyer acknowledges and agrees that it and other Buyer Indemnitees shall have no claim implied representations or right to indemnification pursuant to ARTICLE 7 (or otherwise) warranties with respect to any informationSeller, documentsthe Company, or materials furnished to or for Buyer by Seller or any of its Affiliates the Chinese JV or any of their respective officersAffiliates, directorsthe Business, employeesthe Purchased Assets or the Assumed Liabilities. Except for the representations and warranties expressly made by Seller in Article III, agents neither Seller nor any other Person makes any representation or advisorswarranty with respect to (a) the physical condition or usefulness for a particular purpose of the real or tangible personal property included in the Purchased Assets, (b) the use of the Purchased Assets or the operation of the Business by Purchaser or its Affiliates after the Closing, (c) the probable success or profitability of the Business after the Closing or (d) any documentation, forecasts, budgets, projections, estimates or other information (including the accuracy or completeness of, or the reasonableness of the assumptions underlying, such documentation, forecasts, budgets, projections, estimates or other information) provided by Seller, the Company or any Affiliate or Representative of Seller or the Company, including any information, documents, or material made available to Buyer in any “data room”rooms” or management presentations. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, management presentationTHE CONDITION OF THE BUSINESS, 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 estimatesTHE 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, projectionsDO NOT, plansDIRECTLY OR INDIRECTLY, budgets and other forecasts for the Product Business or the Authorized Generic Product. Buyer acknowledges that these estimatesAND SHALL NOT BE DEEMED TO, projectionsDIRECTLY OR INDIRECTLY, 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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)CONTAIN REPRESENTATIONS OR WARRANTIES OF SELLER OR ANY OF ITS AFFILIATES. 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except Except for the express representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 3.1 9.1), none of the Company, Seller or in any Ancillary Agreement, (a) Seller other Person makes or 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, express expressed or implied, 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 at law or in any Ancillary Agreementequity, 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any informationSeller, documentsthe Company, or materials furnished to or for Buyer by Seller the Company’s Subsidiaries, the Transactions, the Interests or any of its Affiliates Seller’s, the Company’s or the Company’s Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and Seller and the Company each disclaim any other representations or warranties, whether made by Seller, the Company, the Company’s Subsidiaries or any of their respective Affiliates, direct or indirect equityholders, officers, directors, employees, agents or advisorsRepresentatives (collectively, including any information, documents, or material made available to Buyer in any “data roomRelated Persons”, 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 the Authorized Generic Product. Buyer acknowledges that these estimates, projections, forecasts, plans and budgets), and the assumptions on which they are basedno Related Person has any authority, were prepared for specific purposes and may vary significantly from each other. Furtherexpress or implied, Buyer acknowledges that there are uncertainties inherent in attempting to make such estimatesany representations, projections, forecasts, plans and budgets, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly warranties or agreements not specifically set forth in any representation or warranty in Section 3.1, Buyer is not relying on any estimates, projections, forecasts, plans or budgets made available or otherwise furnished by Seller or its Affiliates, this Agreement 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). 3.3.2 Seller acknowledges and agrees that, except subject to the limited remedies herein provided. Except for the express representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 3.2 9.1), Seller and the Company (directly and on behalf of all Related Persons) each hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transactions, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer or in any Ancillary Agreementother form in consideration or investigation of the Transactions) to Buyer or its Affiliates or Representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer or its Affiliates or Representatives by Seller, the Company or any 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 no or makes any representation or warranty whatsoever herein to Buyer or otherwise related 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 the transactions contemplated hereby Buyer or by the Ancillary Agreements its Affiliates or made available to Buyer and Seller has not relied on its Representatives in any representation “data rooms,” “virtual data rooms,” management presentations or warrantyin any other form in expectation of, express or implied, in connection with with, the transactions contemplated hereby Transactions, or by the Ancillary Agreementsin respect of any other matter or thing whatsoever.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees thatExcept as expressly set forth in this Section 3, except for the express representations and warranties contained in Section 3.1 or in neither Romeo nor any Ancillary AgreementPerson on behalf of Romeo has made, (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 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 Romeo, 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 transactions contemplated hereby or by (including the Ancillary Agreements. Without limiting the generality execution, delivery and performance of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement or in any Ancillary Agreement, Buyer is acquiring Secured Debt Agreements (including the Purchased Assets on an “as is, where is” basis without any express or implied warranties, either in fact or by operation incurrence of law, by statute or otherwisethe Secured Loan)), including any warranty as to quality, representations or warranties about the fitness for a particular purpose, merchantability, condition accuracy or completeness of the Purchased Assets any information 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 documents previously provided (or otherwise) including with respect to any informationfinancial or other projections therein), documentsand any other such representations and warranties are hereby expressly disclaimed. Neither Romeo nor any other Person will have or be subject to any claim, 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 materials furnished to Nikola’s or for Buyer by Seller or Purchaser’s use of, any of its Affiliates or any of their respective officers, directors, employees, agents or advisorssuch information, including any information, documents, projections, estimates, forecasts or other material made available to Buyer Nikola or Purchaser in any “the electronic data room”, management presentation, or any other form in connection with room maintained by Romeo for purposes of 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 thereby or the Authorized Generic Product. 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 management presentations in attempting to make such estimates, projections, forecasts, plans and budgets, that Buyer is taking full responsibility for making its own evaluation expectation of the adequacy same, unless and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as extent any such information is expressly set forth included in any a representation or warranty contained in this Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except 2. Except for the express representations and warranties contained in Section 3.2 3, Romeo acknowledges that neither Nikola, Purchaser nor any of their respective Subsidiaries or in Representatives makes, and Romeo acknowledges that it has not relied upon or otherwise been induced by, any Ancillary Agreement, Buyer has made no other express or implied representation or warranty whatsoever herein by or otherwise related on behalf of Nikola, Purchaser or any of their respective Subsidiaries or with respect to the transactions contemplated hereby any other information provided or made available to Romeo by the Ancillary Agreements and Seller has not relied or on any representation behalf of Nikola or warranty, express or implied, Purchaser in connection with the transactions contemplated hereby Offer or by the Ancillary AgreementsMerger, including any information, documents, projections, forecasts or other material made available to Romeo or its respective Representatives in certain “data rooms” or management presentations in expectation of the Offer or the Merger.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except for the express representations and warranties contained in Section 3.1 or in any Ancillary Agreement3.1, (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 representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreementshereby. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement or in any Ancillary Agreement, Buyer is acquiring the Purchased Assets and assuming the Assumed Liabilities (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 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 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 an a full 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 Article 5 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of 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 or 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 or the Authorized Generic ProductBusiness. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that. Notwithstanding the foregoing, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever nothing set forth herein shall limit or otherwise related to impair the transactions contemplated hereby rights of the Buyer under this Agreement or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreementsapplicable Law arising out of fraud.

Exclusivity of Representations. 3.3.1 Buyer acknowledges Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and agrees thatthe parties hereto hereby agree, except for that the express representations and warranties contained made by the Partnership in Section 3.1 this Article IV (as modified by the Partnership Disclosure Letter) are the exclusive representations and warranties made by the Partnership or in any Ancillary Agreementother Person with respect to the Partnership and the Partnership Subsidiaries, (a) Seller has made no representation including the businesses and assets of each of them or warranty whatsoever herein or otherwise related to the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. The Partnership, GP Parent, and Sellers hereby or by the Ancillary Agreements and (b) Buyer has not relied on disclaim any representation or warranty, other express or implied, in connection written or oral, representations or warranties with respect to the Partnership, any Partnership Subsidiary, the businesses and assets of the Partnership and the Partnership Subsidiaries, the Units and 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 and any certificate, instrument or in any 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 Liabilitiesdocument delivered pursuant hereto. Except as expressly set forth in 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 representation Seller makes any warranty of merchantability, suitability, adequacy, fitness for a particular purpose or warranty in Section 3.1quality 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, Buyer acknowledges and agrees that it and whether latent or patent. Neither the Partnership, nor GP Parent nor any Seller nor any other Buyer Indemnitees shall have no claim Person is, directly or right to indemnification pursuant to ARTICLE 7 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) with respect to any information, documents, or materials furnished to or for Buyer by Seller of the Partnership or any of the Partnership Subsidiaries made, communicated or furnished (orally or in writing) to Parent, Merger Subs or their respective Affiliates or their respective Representatives (including any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to Parent, Merger Subs and their respective Affiliates and their respective Representatives), and the 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 any of their respective officersRepresentatives do not, directors, employees, agents directly 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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 notindirectly, and shall cause its Affiliates not be deemed to, hold directly or indirectly, contain representations or warranties of the Partnership, GP Parent or any such Person liable with respect thereto (whether in warranty, contract, tort (including negligence Seller or strict liability) their respective Affiliates or otherwise)their respective Representatives. 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and agrees thatthe parties hereto hereby agree, except for that the express representations and warranties contained made by MIC in Section 3.1 or this Article V (as modified by MIC Disclosure Letter), including in any Ancillary Agreementcertificate delivered pursuant to Article IX, (a) Seller has are the exclusive representations and warranties made no representation by MIC or warranty whatsoever herein any other Person with respect to MIC and the MIC Subsidiaries, including the businesses and assets of each of them or otherwise related to the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. MIC hereby or by the Ancillary Agreements and (b) Buyer has not relied on disclaims any representation or warranty, other express or implied, in connection written or oral, representations or warranties with respect to MIC, any MIC Subsidiary, the businesses and assets of MIC and the MIC Subsidiaries, the Common Shares and 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 any Ancillary Agreementtransactions contemplated by any certificate, Buyer is acquiring the Purchased Assets on an “as is, where is” basis without any express instrument 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 Liabilitiesdocument delivered pursuant hereto. Except as expressly set forth in this Agreement, the condition of the businesses and assets of MIC and the MIC Subsidiaries shall be “as is”, “where is” and “with all faults” and MIC does not make any representation warranty of merchantability, suitability, adequacy, fitness for a particular purpose or warranty quality with respect to the businesses and any of the assets of MIC or any MIC Subsidiary or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Except as set forth in Section 3.1this Agreement, Buyer acknowledges and agrees that it and neither MIC nor any other Buyer Indemnitees shall have no claim Person is, directly or right to indemnification pursuant to ARTICLE 7 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) with respect to any information, documents, or materials furnished to or for Buyer by Seller of MIC or any of MIC Subsidiaries made, communicated or furnished (orally or in writing) to Parent or its Affiliates or any of their respective officers, directors, employees, agents or advisors, Representatives (including any opinion, information, documentsprojection or advice in any management presentation or the confidential information memorandum provided to Parent and its Affiliates and their respective Representatives), or material 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 Buyer in any “data room”, management presentation, Parent 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 estimatesor their respective Representatives do not, projections, plans, budgets and other forecasts for the Product Business directly or the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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 notindirectly, and shall cause not be deemed to, directly or indirectly, contain representations or warranties of MIC or its Affiliates not to, hold any such Person liable with respect thereto (whether in warranty, contract, tort (including negligence or strict liability) or otherwise)its Representatives. 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except for the express The representations and warranties contained made by Seller in Section 3.1 this Article IV are the exclusive representations and warranties made by Seller and its Affiliates. Except for any representations and warranties set forth in this Article IV, the Purchased Assets are sold "AS IS, WHERE IS," and Seller expressly disclaims any other representations or warranties of any kind or nature, express or implied, as to Liabilities, operations of the facilities, the title, condition, value or quality of assets of Seller or the prospects (financial and otherwise), risks and other incidents of Seller as they relate to the Purchased Assets and the Assumed Liabilities, and SELLER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE ASSETS OF SELLER OR ANY PART THEREOF. No material or information provided by or communications made by Seller or any of its Affiliates, or by any advisor thereof, whether by use of a "data room," or in any Ancillary Agreementinformation memorandum, (a) Seller has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby otherwise, or by the Ancillary Agreements and (b) Buyer has not relied on any representation broker or investment banker, will cause or create any warranty, express or implied, 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 to or in any 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 respect of Seller and its Affiliates to discuss or the Product Businesstitle, the Productcondition, the Authorized Generic Product, value or quality of the Purchased Assets and the Assumed Liabilities. Except 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 distribution to Purchaser, or Purchaser's use of, any information regarding Seller or its assets and Liabilities, including any offering memorandum prepared, as expressly set forth in any representation supplemented or warranty in Section 3.1amended, Buyer acknowledges and agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of its Affiliates or any of their respective officers, directors, employees, agents or advisors, including any information, documents, document or material made available to Buyer Purchaser or its Affiliates in any “data room”, management presentation, or any other form in connection with expectation of 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and agrees thatthe parties hereto hereby agree, except for that the express representations and warranties contained made by GP in Section 3.1 this Article III (as modified by the Partnership Disclosure Letter) and in Article IV (as modified by the Partnership Disclosure Letter) are the exclusive representations and warranties made by GP or in any Ancillary Agreementother Person with respect to GP, (a) Seller has made no representation including its businesses and assets or warranty whatsoever herein or otherwise related to the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. GP hereby or by the Ancillary Agreements and (b) Buyer has not relied on disclaims any representation or warranty, other express or implied, in connection written or oral, representations or warranties with respect to GP, its businesses and assets, the membership interests of GP and 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 and any certificate, instrument or in any 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 Liabilitiesdocument delivered pursuant hereto. Except as expressly set forth in herein, the 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 representation of its assets or warranty in Section 3.1as to the condition or workmanship thereof or the absence of any defects therein, Buyer acknowledges and agrees that it and whether latent or patent. Neither GP, nor GP Parent, nor any other Buyer Indemnitees shall have no claim Person, is, directly or right to indemnification pursuant to ARTICLE 7 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) with respect of GP made, communicated or furnished (orally or in writing) to Parent, Merger Subs or their respective Affiliates or their respective Representatives (including any opinion, information, documentsprojection or advice in any management presentation or the confidential information memorandum provided to 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 materials furnished to or for Buyer by Seller or any of its Affiliates or any of their respective officersRepresentatives do not, directors, employees, agents directly 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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 notindirectly, and shall cause its Affiliates not be deemed to, hold any such Person liable with respect thereto (whether in warrantydirectly or indirectly, contract, tort (including negligence contain representations or strict liability) warranties of GP or otherwise)GP Parent or their respective Affiliates or their respective Representatives. 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and agrees thatthe parties hereto hereby agree, except for that the express representations and warranties contained in Section 3.1 or in any Ancillary Agreement, (a) Seller has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements Company in this Article IV [(Representations and Warranties of the Company)] (b) Buyer has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or as modified by the Ancillary Agreements. Without limiting Company Disclosure Letter) are the generality of exclusive representations and warranties made by the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement Company or in any 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) Person with respect to the Company and the Company Subsidiaries (other than Seller in accordance with Article III [(Representations and Warranties of Seller)] and in any informationcertificate, documents, instrument or materials furnished to or for Buyer by Seller or any of its Affiliates or any of their respective officers, directors, employees, agents or advisorsdocument delivered pursuant hereto), including any information, documents, the businesses and assets of each of them 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 The Company and may continue Seller hereby disclaim any other express or implied, written or oral, representations or warranties with respect to receive from Seller the Company, any Company Subsidiary, the businesses and its Affiliates certain estimates, projections, plans, budgets and other forecasts for assets of the Product Business or the Authorized Generic Product. Buyer acknowledges that these estimates, projections, forecasts, plans and budgets, Company and the assumptions on which they are basedCompany Subsidiaries, were prepared for specific purposes the Surviving Company Common Stock and may vary significantly from each otherthe transactions contemplated by this Agreement or any transactions contemplated by any certificate, instrument or document delivered pursuant hereto. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except 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 representation 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 Company Subsidiaries made, communicated or furnished (orally or in Section 3.1writing) to Purchaser or its Affiliates or their respective Representatives (including any opinion, Buyer information, projection or advice in any management presentation or the confidential information memorandum provided to Purchaser and its Affiliates and their respective Representatives), and the Company and Seller hereby disclaim all Liability and responsibility for any such information and statements. It is not relying on understood that any estimates, projections, forecasts, plans or budgets Due Diligence Materials made available or otherwise furnished by Seller to Purchaser or its AffiliatesAffiliates or their respective Representatives do not, and Buyer shall notdirectly or indirectly, and shall cause its Affiliates not be deemed to, hold any such Person liable with respect thereto (whether in warrantydirectly or indirectly, contractcontain representations or warranties of the Company, tort (including negligence Seller or strict liability) their respective Affiliates or otherwise). 3.3.2 Seller acknowledges and agrees that, except for their respective Representatives or otherwise modify or affect the express representations and warranties contained made by the Company and Seller in Section 3.2 or this Agreement and in any Ancillary Agreementcertificate, Buyer has made no representation instrument or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreementsdocument delivered hereunder.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees thatExcept as expressly set forth in this ARTICLE III, except for neither the express representations and warranties contained in Section 3.1 or in Company nor any Ancillary AgreementPerson on behalf of the Company has made, (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 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 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 any 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 otherwisehereby, including any warranty as to quality, representations or warranties about the fitness for a particular purpose, merchantability, condition accuracy or completeness of the Purchased Assets any information 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 documents previously provided (or otherwise) including with respect to any informationfinancial or other projections therein), documentsand 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 materials furnished to or for Buyer by Seller or Buyer’s use of, any of its Affiliates or any of their respective officers, directors, employees, agents or advisorssuch information, including any information, documents, projections, estimates, forecasts or other material made available to Buyer in any “the electronic data room”, management presentation, or any other form in connection with room maintained by the Company for purposes of 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 thereby or the Authorized Generic Product. 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 management presentations in attempting to make such estimates, projections, forecasts, plans and budgets, that Buyer is taking full responsibility for making its own evaluation expectation of the adequacy same, unless and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as extent any such information is expressly set forth included in any a representation or warranty contained in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except this ARTICLE III. Except for the express representations and warranties contained in Section 3.2 ARTICLE IV, the Company acknowledges that neither Buyer nor any of its Subsidiaries or in Representatives makes, and the Company acknowledges that it has not relied upon or otherwise been induced by, any Ancillary Agreement, Buyer has made no other express or implied representation or warranty whatsoever herein by or otherwise related on behalf of Buyer or any of its Subsidiaries or with respect to any other information provided or made available to the transactions contemplated hereby Company by or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, behalf of Buyer in connection with the transactions contemplated hereby Contemplated Transactions, including any information, documents, projections, forecasts or by other material made available to the Ancillary AgreementsCompany or its respective Representatives in certain “data rooms” or management presentations in expectation of the Contemplated Transactions.

Exclusivity of Representations. 3.3.1 Buyer Buyer, together with and on behalf of its Affiliates and Representatives, acknowledges and agrees that, except for the express representations and warranties of Seller contained in Section 3.1 or in any Ancillary Agreement, (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 representation or warranty, express or implied, 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 any Ancillary Agreement, Buyer is acquiring the Purchased Assets on an “as is, where is” basis without and (b) neither Seller nor any of its Affiliates has made any representation or warranty either express or implied warrantieswhatsoever herein or otherwise related to ​ ​ ​ this Agreement, any Ancillary Agreement, any Product, the Product Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated hereby or by any Ancillary Agreement, individually or collectively, either in fact or by operation of lawLaw, by statute or otherwise, otherwise, including any warranty as to quality, the non-infringement, fitness for a particular purpose, merchantability, condition of the Purchased Assets Assets, the operation of the Product Business by Buyer or its Affiliates after the Closing, the probable success or profitability of the Product Business after the Closing or as to any other matter. Buyer acknowledges Buyer, together with and on behalf of its Affiliates and Representatives, specifically disclaims that it has is or they are relying upon or have relied upon any such other representations or warranties that may have been permitted access to the books and records of the Product Business that it has desired or requested to see and reviewmade by any Person, and Buyer, together with and on behalf of its Affiliates and Representatives, acknowledges and agrees 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 have specifically disclaimed and the Assumed Liabilities. Except as expressly set forth in do hereby specifically disclaim any such other representation or warranty in Section 3.1, made by any Person. 3.3.2 Buyer acknowledges and agrees that that, except to the extent provided in any Representation and Warranty Insurance Policy obtained by it and with respect to the transactions contemplated hereby (“R&W Policy”) or a claim for Fraud, neither it nor any other Buyer Indemnitees Indemnitee shall have no any claim or right to indemnification recourse, except as pursuant to ARTICLE Article 7 (or otherwise) hereof with respect to any information, documents, or materials furnished to or for Buyer or any of its Affiliates or Representatives by Seller or any of its Affiliates or any of their respective officers, directors, employees, agents or advisorsRepresentatives, including any information, documents, or material made available to Buyer or any of its Affiliates or Representatives in any “data room”, management presentation, “teaser”, information memorandum, or any other form in connection with this Agreement, any Ancillary Agreement, the Product, the Product Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated by this Agreement or any Ancillary Agreement. . 3.3.3 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 the Authorized Generic ProductProducts. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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 each other Buyer Indemnitee not to, hold any such Person liable with respect thereto (whether in warranty, contract, tort (including negligence or strict liability) or otherwise). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except (a) Except for the express 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, (a) neither Seller has made no nor any other Person makes any express or implied representation or warranty whatsoever herein with respect to Seller or otherwise related to the transactions contemplated its businesses, assets, operations, liabilities, condition (financial or otherwise) or prospects, and Seller hereby disclaims any such other representations or by the Ancillary Agreements and (b) Buyer has not relied on any representation or warrantywarranties. In particular, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements. Without without limiting the generality of the foregoing, Buyer acknowledges and agrees thatforegoing disclaimer, except as expressly provided for the representations and warranties made by Seller in this Agreement Section 3.1 or in any Ancillary Agreement to be delivered by Seller pursuant to this 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 neither Seller nor any other matter. Person makes or has made any representation or warranty to Buyer acknowledges that it or any of its respective representatives, with respect to, nor has been permitted access Buyer or any of its respective representatives relied on, (i) any financial projection, forecast, estimate, budget or prospective information relating to the books and records of the Product Business that it has desired or requested (ii) any oral or written information furnished or made available to see and reviewBuyer or any of its representatives in the course of its due diligence investigation of Seller, and that it has had an opportunity to meet with employees of Seller and its Affiliates to discuss the Product Business, the Product, negotiation of this Agreement or 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any consummation of 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, projectionsincluding the accuracy, plans, budgets and other forecasts for the Product Business completeness or the Authorized Generic Product. Buyer acknowledges that these estimates, projections, forecasts, plans and budgetscurrency thereof, and the assumptions on which they are basedneither Seller nor any other Person will have any liability to Buyer or any other Person in respect of such information, were prepared for specific purposes and may vary significantly from each other. Further, Buyer acknowledges that there are uncertainties inherent in attempting to make including any subsequent use of such estimates, projections, forecasts, plans and budgets, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and thatinformation, except as expressly set forth in any representation or warranty the case of Fraud. Nothing in this Section 3.1, Buyer is not relying on any estimates, projections, forecasts, plans or budgets made available or otherwise furnished by 3.3 shall limit the liability of 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)Affiliate thereof for Fraud. 3.3.2 (b) Notwithstanding anything contained in this Agreement to the contrary, Seller acknowledges and agrees thatthat neither Buyer nor any other Person has made or is making any representations or warranties whatsoever, except for the express representations and warranties contained or implied with respect to Buyer or Buyer’s businesses, assets, operations, liabilities, conditions (financial or otherwise) or prospects, beyond those expressly made by Buyer in Section 3.2 or in including any Ancillary Agreement, Buyer has made no implied representation or warranty whatsoever herein or otherwise related as to the transactions contemplated hereby accuracy or by the Ancillary Agreements and Seller has not relied on completeness of any representation information regarding Buyer furnished or warrantymade available to Seller, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreementsany of its representatives.

Exclusivity of Representations. 3.3.1 Buyer (a) Buyer, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the express representations and warranties contained expressly set forth in Section 3.1 ARTICLE IV: (i) neither Seller nor any of its Subsidiaries (or in any Ancillary Agreementother Person) makes, (a) Seller or has made no made, any representation or warranty whatsoever herein relating to Seller, its Subsidiaries or any of their businesses or operations (including the Business, the Acquired Assets or the Assumed Liabilities) or otherwise related in connection with this Agreement or the Transactions; (ii) no Person has been authorized by Seller, any of its Subsidiaries or any of its or their respective Affiliates or Representatives to make any representation or warranty relating to Seller, its Subsidiaries or any of their businesses or operations (including the transactions contemplated Business, the Acquired Assets or the Assumed Liabilities) or otherwise in connection with this Agreement or the Transactions, and if made, such representation or warranty must not be relied upon by Buyer or any of its Affiliates or Representatives as having been authorized by Seller, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and (iii) the representations and warranties made by Seller in this Agreement are in lieu of and are exclusive of all other representations and warranties, including any express or implied or as to merchantability or fitness for a particular purpose, and Seller hereby disclaims any other or by implied representations or warranties, notwithstanding the Ancillary Agreements and 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). (b) Buyer has Buyer, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV, it is not relied on acting (including, as applicable, by entering into this Agreement or consummating the Transactions) in reliance on: (i) any representation or warranty, express or implied; (ii) any estimate, in connection with the transactions contemplated hereby or by the Ancillary Agreements. Without limiting the generality of the foregoingprojection, Buyer acknowledges and agrees thatprediction, except as expressly provided in this Agreement or in any Ancillary Agreementdata, 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any financial information, documentsmemorandum, presentation or other materials furnished or information provided or addressed to or for Buyer by Seller or any of its Affiliates or any of their respective officers, directors, employees, agents or advisorsRepresentatives, including any information, documents, materials or material information made available to Buyer in any “the electronic data room”, management presentation, room hosted by or any other form on behalf of Seller 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or impliedTransactions, in connection with presentations by Seller’s management or in any other forum or setting; (iii) the transactions contemplated hereby accuracy or by the Ancillary Agreementscompleteness of any other representation, warranty, estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information.

Exclusivity of Representations. 3.3.1 Buyer acknowledges Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and agrees thatthe parties hereto hereby agree, except for that the express representations and warranties contained made by Seller in Section 3.1 this Article III are the exclusive representations and warranties made by Seller or any other Person with respect to or on behalf of Seller and Merger Sub (or in any Ancillary Agreementcertificate, (a) instrument or document delivered by Seller has made no representation or warranty whatsoever herein any other Person with respect to or otherwise related to on behalf of Seller pursuant hereto), including their respective businesses and assets or the transactions contemplated by this Agreement. Seller hereby or by the Ancillary Agreements and (b) Buyer has not relied on disclaims any representation or warranty, other express or implied, in connection written or oral, representations or warranties with respect to Seller, Merger Sub, any of their respective Affiliates, the Company or any Company Subsidiary, their respective businesses and assets, the outstanding equity of Seller and Merger Sub and 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 and any certificate, instrument or in any 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 Liabilitiesdocument delivered pursuant hereto. Except as expressly set forth in this Article III, Article IV [(Representations and Warranties of the Company)] or any representation certificate, instrument or document delivered hereunder, the condition of the businesses and assets of the Company and the Company Subsidiaries shall be “as is”, “where is” and “with all faults” and Seller makes no warranty in Section 3.1of merchantability, Buyer acknowledges suitability, adequacy, fitness for a particular purpose or quality with respect to its businesses and agrees that it and any of its assets or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Neither Seller nor any other Buyer Indemnitees shall have no claim Person, is, directly or right to indemnification pursuant to ARTICLE 7 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) with respect to any information, documents, or materials furnished to or for Buyer by of Seller or any of Merger Sub made, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or any of their respective officers, directors, employees, agents or advisors, Representatives (including any opinion, information, documentsprojection or advice in any management presentation or the confidential information memorandum provided to Purchaser and its Affiliates and their respective Representatives), or material 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 Buyer in any “data room”, management presentation, Purchaser 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 estimatesor their respective Representatives do not, projections, plans, budgets and other forecasts for the Product Business directly or the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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 notindirectly, and shall cause its Affiliates not be deemed to, hold any such Person liable with respect thereto (whether in warrantydirectly or indirectly, contractcontain representations or warranties of Seller, tort (including negligence Merger Sub, or strict liability) their respective Affiliates or otherwise)their respective Representatives. 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except for the express The representations and warranties contained made by the Sellers in Section 3.1 this Article 4 or in any Ancillary Agreementcertificate delivered pursuant to this Agreement are the exclusive representations and warranties made by the Sellers. None of the Sellers, (a) Seller the Business Companies, the Business JVs or any other Person 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 representation or warranty, express or implied, in connection with written or oral, as to the transactions contemplated hereby accuracy or by completeness of any information that the Ancillary Agreements. Without limiting Sellers, the generality of Business Companies and/or the foregoing, Business JVs furnished or made available to Buyer acknowledges and agrees thator its Representatives, except as expressly provided in this Agreement or in any 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 this Article 4 or any representation certificate delivered pursuant to this Agreement, and neither the Sellers nor any other Person (including the Business Companies, the Business JVs or warranty in Section 3.1, Buyer acknowledges and agrees that it and other Buyer Indemnitees any Representative of the Business Companies or the Business JVs) shall have no claim or right be subject to indemnification pursuant any liability to ARTICLE 7 (Buyer or otherwise) with respect to any other Person, resulting from the use by Buyer of any information, documents, or materials furnished to or for Buyer by Seller or any of its Affiliates or any of their respective officers, directors, employees, agents or advisors, including any information, documents, documents or material made available to Buyer in any “data room”rooms,” management presentations, management presentation, due diligence or in any other form in connection with expectation of the transactions contemplated by this Agreementhereby. None of the Sellers, the Business Companies, the Business JVs or any other Person, directly or indirectly, has made, and Buyer has received and may continue to receive from Seller and its Affiliates certain not relied on, any representation or warranty regarding the pro forma financial information, budgets, estimates, projections, business plans, budgets and forecasts or other forecasts for forward-looking statements of the Product Business, any Business Company or the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it Business JVs (including the reasonableness of the assumptions underlying assumptions) and thatsuch information, except as expressly set forth in any representation or warranty in Section 3.1budgets, Buyer is not relying on any estimates, projections, forecastsbusiness plans, plans forecasts or budgets made available or otherwise furnished by Seller or its Affiliatesforward-looking statements), and Buyer shall not, and shall cause its Affiliates will not to, hold make or have any such Person liable claim with respect thereto (whether in warranty, contract, tort (including negligence or strict liability) or otherwise)thereto. 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except Except for the express representations and warranties contained in Article 4 (as modified by the Company Disclosure Schedule) or Section 3.1 9.16, none of the Company, Parent, Seller or in any Ancillary Agreement, (a) Seller other Person makes or 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, express expressed or implied, 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 at law or in any Ancillary Agreementequity, 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any informationParent, documentsSeller, or materials furnished to or for Buyer by Seller the Company, its Subsidiaries, the Interests or any of the Company’s or its Affiliates Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and each of Parent and Seller disclaims any other representations or warranties, whether made by Parent, Seller, the Company, its Subsidiaries or any of their respective Affiliates, direct or indirect equityholders, officers, directors, employees, agents or advisorsRepresentatives (collectively, including any information, documents, or material made available to Buyer in any “data roomRelated Persons”, 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 the Authorized Generic Product. Buyer acknowledges that these estimates, projections, forecasts, plans and budgets), and the assumptions on which they are basedno Related Person has any authority, were prepared for specific purposes and may vary significantly from each other. Furtherexpress or implied, Buyer acknowledges that there are uncertainties inherent in attempting to make such estimatesany representations, projections, forecasts, plans and budgets, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly warranties or agreements not specifically set forth in any representation or warranty in Section 3.1, Buyer is not relying on any estimates, projections, forecasts, plans or budgets made available or otherwise furnished by Seller or its Affiliates, this Agreement 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). 3.3.2 Seller acknowledges and agrees that, except subject to the limited remedies herein provided. Except for the express representations and warranties contained in Section 3.2 this Article 4 (as modified by the Company Disclosure Schedule) or in Section 9.16, each of Parent and Seller (directly and on behalf of all Related Persons) hereby disclaims all liability and responsibility for any Ancillary Agreementrepresentation, Buyer has made no representation warranty, projection, forecast, statement, or warranty whatsoever herein information made, communicated, or otherwise related furnished (whether orally or in writing, in any data room relating to the transactions contemplated hereby hereby, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Purchaser or in any other form in consideration or investigation of the transactions contemplated hereby) to Purchaser or its Affiliates or Representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Purchaser or its Affiliates or Representatives by Parent, Seller, the Company or any Related Person). Except for the representations and warranties contained in this Article 4 (as modified by the Ancillary Agreements and Seller Company Disclosure Schedule) or in Section 9.16, none of Parent, Seller, the Company or any Related Person has not relied on made or makes any representation or warrantywarranty 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, express documents, projections, material, statement, data, or impliedother 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 with, the transactions contemplated hereby hereby, or by the Ancillary Agreements.in respect of any other matter or thing whatsoever. Notwithstanding anything herein or in any Transaction 34

Exclusivity of Representations. 3.3.1 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 acknowledges and agrees that, 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 express representations and warranties contained in Section 3.1 or Article 5, the representations and warranties of each applicable Buyer SPV in any Ancillary Agreementthe MOA and the representations and warranties in the certificate delivered to the Seller hereto and thereto, the Seller acknowledges that (a) Seller has made no representation none of the Buyer or warranty whatsoever herein or otherwise related to any other Person on behalf of the transactions contemplated hereby or by the Ancillary Agreements and (b) Buyer has not relied on makes any other representation or warranty, express or implied, in connection with the transactions contemplated hereby written or by the Ancillary Agreements. Without limiting the generality of the foregoingoral, Buyer acknowledges and agrees that, except as expressly provided in this Agreement at law or in any Ancillary Agreementequity, with respect to the Buyer is acquiring the Purchased Assets on an “as isor its business, where is” basis without any express or implied warrantiesoperations, either in fact or by operation assets, liabilities, results of law, by statute or otherwise, including any warranty as to quality, the fitness for a particular purpose, merchantabilityoperations, 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (financial or otherwise) or prospects, including with respect to (i) merchantability or fitness for any informationparticular use or purpose or (ii) the probable success or profitability of the Buyer or the business thereof after the initial Closing, documentsand (b) neither the Buyer nor any other Person will have or be subject to any liability or indemnification obligation to the Seller, its Subsidiaries or materials furnished any other Person resulting from the distribution to or for Buyer by the Seller or any of its Affiliates or any of their respective officers, directors, employees, agents or advisors, including any information, documentsother Person, or material made available to Buyer in their use of, any “data room”, management presentation, or any other form information provided in connection with the transactions contemplated by this Agreement. Buyer has received Agreement and may continue to receive from Seller and its Affiliates certain estimatesthe Ancillary Agreements, including any information, documents, projections, plans, budgets and forecasts or other forecasts for the Product Business or the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, Buyer is not relying on any estimates, projections, forecasts, plans or budgets material made available to them in certain "data rooms" 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 management presentations or in any Ancillary Agreementother form in expectation of, Buyer has made no representation or warranty whatsoever herein or otherwise related to in connection with, the transactions contemplated hereby by this Agreement or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except Except for the express representations and warranties contained expressly set forth in Section 3.1 this Article III (as qualified by the Company Disclosure Schedule), none of the Company, any of its Affiliates or in any Ancillary Agreement, (a) Seller has made no other Person on behalf of the Company makes any express or implied representation or warranty whatsoever herein (and there is and has been no reliance by Parent Holdco, Parent, Merger Sub or otherwise related to the transactions contemplated hereby any of their respective Affiliates or by the Ancillary Agreements and (b) Buyer has not relied Representatives on any such representation or warranty) with respect to the Company, express its Subsidiaries or impliedits 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 hereby, including the accuracy or by the Ancillary Agreementscompleteness thereof. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in for any remedies available under this Agreement or in any 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 with respect to the books representations 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 warranties expressly set forth in this Article III (as qualified by the Company Disclosure Schedule), neither the Company nor any representation other Person will have or warranty in Section 3.1be subject to any liability or other obligation to Parent Holdco, Buyer acknowledges and agrees that it and Parent, Merger Sub or their Affiliates or Representatives or any other Buyer Indemnitees shall have no claim Person resulting from Parent Holdco, Parent, Merger Sub’s or right to indemnification pursuant to ARTICLE 7 (their Affiliates’ or otherwise) with respect to Representatives’ use of any information, documents, projections, forecasts or materials furnished to or for Buyer by Seller or any of its Affiliates or any of their respective officers, directors, employees, agents or advisors, including any information, documents, or other material made available to Buyer Parent Holdco, Parent, Merger Sub or their Affiliates or Representatives, including any information made available in any “the electronic data room”room maintained by or on behalf of the Company or its Representatives for purposes of the transactions contemplated by this Agreement, teasers, marketing materials, consulting reports or materials, confidential information memoranda, management presentationpresentations, 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 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer Except for the representations and warranties expressly set forth in this Article 3 (which includes exceptions set forth therein and in the Company Disclosure Letter), neither the Company nor any of its Affiliates or Representatives or any other Person makes any other express or implied representation or warranty on behalf of the Company or any of its Affiliates, and for the avoidance of doubt, except as set forth in this Article 3 neither the Company nor any of its Affiliates makes any express or implied representation or warranty with respect to the Confidential Information (as defined in the Confidentiality Agreement). The Company agrees and acknowledges and agrees that, except for the representations and warranties contained in Article 4 (which includes exceptions set forth therein and in the Parent Disclosure Letter) and the representations and warranties contained in the Limited Guaranty and Equity Commitment Letter, none of Parent or Merger Sub or any other Person makes any other express or implied representation or warranty on behalf of Parent, Merger Sub or any of their respective Affiliates. The Company agrees and acknowledges that in making the decision to enter into this Agreement and consummate the transactions contemplated by this Agreement, the Company has relied exclusively on the express representations and warranties contained in Section 3.1 or Article 4 and the representations and warranties contained in any Ancillary Agreementthe Limited Guaranty and Equity Commitment Letter, (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, express or implied. The Company agrees and acknowledges that none of Parent or Merger Sub or any Person has made, and the Company has not has relied on, any representation or warranty, express or implied, 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 any 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 accuracy or completeness of the Purchased Assets any information regarding Parent 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 Merger Sub furnished 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of 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 Company and its Affiliates certain estimates, projections, plans, budgets and other forecasts for the Product Business or the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and thatRepresentatives, except as expressly set forth in any representation or warranty in Section 3.1, Buyer is not relying on any estimates, projections, forecasts, plans or budgets made available or otherwise furnished by Seller or its Affiliates, Article 4 (which includes the Parent Disclosure Letter) 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements Limited Guaranty and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary AgreementsEquity Commitment Letter.

Exclusivity of Representations. 3.3.1 Buyer acknowledges Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and agrees thatthe parties hereto hereby agree, except for that the express representations and warranties contained made by the Company in Section 3.1 or this Article VI (as modified by the Company Disclosure Letter), including in any Ancillary Agreementcertificate delivered pursuant to Article IX, (a) Seller has are the exclusive representations and warranties made no representation by the Company or warranty whatsoever herein any other Person with respect to the Company and each of the MIC Hawaii Companies, including the businesses and assets of each of them or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and (b) Buyer has not relied on any representation or warranty, express or implied, 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 and any certificate, instrument or in any 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 Liabilitiesdocument delivered pursuant hereto. Except as expressly set forth in this Article V, the Company hereby disclaims any representation other express or warranty in Section 3.1implied, Buyer acknowledges and agrees that it and other Buyer Indemnitees shall have no claim written or right to indemnification pursuant to ARTICLE 7 (oral, representations or otherwise) warranties with respect to the Company, any informationMIC Hawaii Company, documentsthe businesses and assets of the Company and each of the MIC Hawaii Companies, or materials furnished to or for Buyer by Seller or any of 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 Common Units and the transactions contemplated by this AgreementAgreement or any transactions contemplated by any certificate, instrument or document delivered pursuant hereto. Buyer has received Except as expressly set forth herein, the condition of the businesses and may continue assets of the Company and each of the MIC Hawaii Companies shall be “as is”, “where is” and “with all faults” and the Company does not make any warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to receive from Seller the businesses and its Affiliates certain estimates, projections, plans, budgets and other forecasts for any of the Product Business assets of the Company or any of the MIC Hawaii Companies or as to the condition or workmanship thereof or the Authorized Generic Productabsence of any defects therein, whether latent or patent. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except Except as expressly set forth in this Article V, neither the Company nor any representation other Person is, directly or warranty 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 MIC Hawaii Companies made, communicated or furnished (orally or in Section 3.1writing) to Parent or its Affiliates or their respective Representatives (including any opinion, Buyer information, projection or advice in any management presentation or the confidential information memorandum provided to Parent and its Affiliates and their respective Representatives), and the Company hereby disclaims all Liability and responsibility for any such information and statements. It is not relying on understood that any estimates, projections, forecasts, plans or budgets Due Diligence Materials made available or otherwise furnished by Seller to Parent or its AffiliatesAffiliates or their respective Representatives do not, and Buyer shall notdirectly or indirectly, and shall cause not be deemed to, directly or indirectly, contain representations or warranties of the Company or its Affiliates not toor its Representatives, hold any such Person liable with respect thereto (whether in warranty, contract, tort (including negligence or strict liability) otherwise modify or otherwise). 3.3.2 Seller acknowledges and agrees that, except for affect the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, Company in connection with the transactions contemplated hereby or this Article V (as modified by the Ancillary AgreementsCompany Disclosure Letter).

Exclusivity of Representations. 3.3.1 Buyer acknowledges (a) Except for the representations and agrees warranties expressly set forth in this Article 3, Article 4 and the representations and warranties expressly set forth in other the Transaction Documents or the information set forth in the certificates required to be delivered pursuant to Section 9.02(d), neither the Argos Parties, Cementos, the Company, their respective Affiliates, nor any other Person makes (and the Company, the Argos Parties and Cementos, on behalf of themselves and their respective Affiliates, hereby disclaims) any other express or implied representation or warranty with respect to Cementos, the Argos Parties or the ANAC Companies, the Business, their operations, assets, liabilities, or in connection with this Agreement or the Transactions (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Summit or its respective Affiliates or any other Person in connection with the Transactions. (b) The Company, the Argos Parties and Cementos, on behalf of themselves and their respective Affiliates, hereby acknowledge and agree that, except for the express representations and warranties contained expressly set forth in Article 5 and the representations and warranties expressly set forth in other Transaction Documents or the representations and warranties set forth in the certificates required to be delivered pursuant to Section 3.1 or in 9.03(d), neither Summit nor any Ancillary Agreement, (a) Seller other Person has made no any express or implied representation or warranty whatsoever herein with respect to Summit’s business, its operations, assets, liabilities, or in connection with this Agreement or the Transactions (including any implied warranties that may otherwise related be applicable because of the provisions of the Uniform Commercial Code or any other Applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the transactions contemplated hereby accuracy or by completeness of any other information provided, or made available, to the Ancillary Agreements Company, the Argos Parties and (b) Buyer has not relied Cementos, on any representation or warranty, express or impliedbehalf of themselves and their respective Affiliates, in connection with the transactions contemplated hereby Transactions and the Company, the Argos Parties and Cementos and their respective Affiliates have not relied on, and disclaim reliance upon, any representation or by warranty other than those expressly set form in Article 5 and in the Ancillary Agreementsrepresentations and warranties expressly set forth in the other Transaction Documents or the representations and warranties set forth in the certificates to be delivered pursuant to Section 9.03(d). Without limiting the generality of the foregoing, Buyer acknowledges the Company, the Argos Parties and agrees thatCementos, except as on behalf of themselves and their respective Affiliates, acknowledge and agree that they have not relied on any other information provided, or made available, to the Company, the Argos Parties, Cementos or their respective Affiliates in connection with the Transactions, and that none of Summit nor its respective Affiliates nor any other Person shall be subject to any liability to Company, the Argos Parties or Cementos, their respective Affiliates or any other Person resulting from (i) any misrepresentation or omission by Summit, its Affiliates or any other Person with respect to any such information or (ii) the Company, the Argos Parties and Cementos’s use of, or the use by any of their respective Affiliates or any other Person of, any such information, including information, documents, projections, forecasts or other material made available to such parties in any "data rooms," teaser, confidential information memorandum, management presentations or otherwise in connection with the Transactions, unless any such information is expressly provided and specifically included in a representation or warranty contained in this Article 3 of this Agreement or in any Ancillary Agreement, Buyer is acquiring a representation and warranty in another Transaction Document or 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 representations 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 warranties 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 the certificates required to indemnification be delivered pursuant to ARTICLE 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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 otherwise9.03(d). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 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 agrees that, 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 express representations and warranties contained in Section 3.1 Article 3 or Article 4, the representations and warranties of the Seller SPV in any Ancillary Agreementthe MOA and the representations and warranties in the certificate delivered to the Buyer hereto and thereto, the Buyer acknowledges that (a) none of the Seller has made no representation or warranty whatsoever herein or otherwise related to any other Person on behalf of the transactions contemplated hereby or by the Ancillary Agreements and (b) Buyer has not relied on Seller makes any other representation or warranty, express or implied, in connection with the transactions contemplated hereby written or by the Ancillary Agreements. Without limiting the generality of the foregoingoral, Buyer acknowledges and agrees that, except as expressly provided in this Agreement at law or in any Ancillary Agreementequity, 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any informationthe Vessels, documentsthe Chartered Vessels, or materials furnished to or for Buyer by the Seller or any of its Affiliates or any of their respective officers, directors, employees, agents or advisorsSubsidiaries, including with respect to (i) merchantability or fitness for any informationparticular use or purpose or (ii) the probable success or profitability of the Vessels, documentsthe Chartered Vessels and the Chartered Companies after the initial Closing, and (b) neither the Seller nor any other Person will have or material made available be subject to Buyer in any “data room”liability or indemnification obligation to the Buyer, management presentation, its Subsidiaries or any other form 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. Buyer has received Agreement and may continue to receive from Seller and its Affiliates certain estimatesthe Ancillary Agreements, including any information, documents, projections, plans, budgets and forecasts or other forecasts for the Product Business or the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, Buyer is not relying on any estimates, projections, forecasts, plans or budgets material made available to them in certain "data rooms" 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 management presentations or in any Ancillary Agreementother form in expectation of, Buyer has made no representation or warranty whatsoever herein or otherwise related to in connection with, the transactions contemplated hereby by this Agreement or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except Except for the express representations and warranties contained in Section 3.1 this ARTICLE 7 (as modified by the Novartis Disclosure Schedule) and in the Ancillary Agreements, neither Novartis nor any other Person makes any other express or in any Ancillary Agreement, (a) Seller has made no implied representation or warranty whatsoever herein with respect to the Drug Substances, the Products, the Transferred Assets, the Assumed Liabilities, the Licensed IP, the Transferred Website, or otherwise related the transactions contemplated by this Agreement, and Novartis disclaims any other representations or warranties, whether made by Novartis, its Affiliates, or any of their respective Representatives. Except for the representations and warranties contained in this ARTICLE 7 (as modified by the Novartis Disclosure Schedule) and in the Ancillary Agreements, Novartis hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any “data room” relating to the transactions contemplated hereby by this Agreement, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Purchaser, or in any other form in consideration or investigation of the Ancillary Agreements and transactions contemplated by this Agreement) to Purchaser, its Affiliates, or any of their respective Representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Purchaser, its Affiliates, or any of their respective Representatives by any Representative of Novartis or any of 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) Buyer has not relied on 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 representation of their respective Representatives regarding the Transferred Website or any representation, warranty, express projection, forecast, statement, or impliedinformation made, in connection with the transactions contemplated hereby communicated, or by the Ancillary Agreementsfurnished therein. Without limiting the generality of the foregoing, Buyer Purchaser acknowledges and agrees that, except as expressly provided in this Agreement or in any the Ancillary AgreementAgreements, Buyer Purchaser is acquiring the Purchased Transferred 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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)basis. 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges Acquirer and agrees Merger Sub acknowledge and agree, for themselves and on behalf of their Representatives and Affiliates, that, except for the express representations and warranties contained of the Company expressly set forth in Section 3.1 this Article II, for representations and warranties of the Company Stockholders in the Letters of Transmittal or in any Ancillary AgreementTransaction Document and the statements to be made in the certificate contemplated by Section 1.2(b)(i) hereof, (a) Seller neither the Company nor any of the Subsidiaries (or any other Person) makes, or has made 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) no Person has been authorized by the Company or any of the Subsidiaries to make 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, and if made, such representation or warranty whatsoever herein must not be and has not been relied upon by Acquirer or otherwise related to the transactions contemplated hereby Merger Sub or any of their Affiliates or Representatives as having been authorized by the Ancillary Agreements Company or any of the Subsidiaries (or any other Person) and (bc) Buyer has Acquirer and Merger Sub and their Representatives and Affiliates are not relied acting, including, as applicable, by entering into or consummating this Agreement or the Transactions, in reliance on any representation or warranty, express or implied, or in reliance on any materials, statements or information provided or addressed to Acquirer 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 contemplated hereby or Transactions, in any presentations by the Ancillary AgreementsCompany’s management or in any other form or setting, or in reliance on the accuracy 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. Without limiting Any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Acquirer or Merger Sub or any of their Affiliates or the generality Representatives, including any materials or information made available in the electronic data room hosted by or on behalf of the foregoingCompany in connection with the Transactions or in connection with presentations by the Company’s management, Buyer acknowledges are not and agrees thatshall not be deemed to be or include representations or warranties, except as expressly provided in this Agreement or in any 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 otherwise expressly set forth in any representation or warranty in Section 3.1this Article II, Buyer acknowledges and agrees that it Acquirer and other Buyer Indemnitees its Affiliates shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) against any Person with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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)thereto. 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges Notwithstanding anything herein to the contrary, it is the explicit intent of the parties hereto, and agrees thatthe parties hereto hereby agree, except for that the express representations and warranties contained made by the Company in Section 3.1 this Article IV (as modified by the Company Disclosure Letter) are the exclusive representations and warranties made by the Company or any other Person with respect to the Company and the Company Subsidiaries (other than Seller in accordance with Article III (Representations and Warranties of MIC and Seller) and in any Ancillary Agreementcertificate, (a) Seller has made no representation instrument or warranty whatsoever herein document delivered pursuant hereto), including the businesses and assets of each of them or otherwise related to the transactions contemplated by this Agreement. The Company and Seller hereby or by the Ancillary Agreements and (b) Buyer has not relied on disclaim any representation or warranty, other express or implied, in connection written or oral, representations or warranties with respect to the Company, any Company Subsidiary, the businesses and assets of the Company and the Company Subsidiaries, the Units and 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 any 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 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 in Section 3.1of merchantability, Buyer acknowledges and agrees that it and other Buyer Indemnitees shall have no claim suitability, adequacy, fitness for a particular purpose or right to indemnification pursuant to ARTICLE 7 (or otherwise) quality with respect to the businesses and any information, documents, or materials furnished to or for Buyer by Seller of the assets of the Company or any of its Affiliates Company Subsidiary or any of their respective officers, directors, employees, agents as to the condition 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 workmanship thereof or the Authorized Generic Productabsence of any defects therein, whether latent or patent. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except 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 representation certificate, instrument or warranty document delivered pursuant hereto, and without limiting the representations and warranties in Section 3.1Article III (Representations and Warranties of MIC and Seller) or this Article IV (Representations and Warranties of the Company) or any certificate, Buyer 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 Company Subsidiaries made, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or their respective Representatives (including any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to Purchaser and its Affiliates and their respective Representatives), and the Company and Seller hereby disclaim all Liability and responsibility for any such information and statements, except for Fraud. It is not relying on understood that any estimates, projections, forecasts, plans or budgets Due Diligence Materials made available or otherwise furnished by Seller to Purchaser or its AffiliatesAffiliates or their respective Representatives do not, and Buyer shall notdirectly or indirectly, and shall cause its Affiliates not be deemed to, hold any such Person liable with respect thereto (whether in warrantydirectly or indirectly, contractcontain representations or warranties of the Company, tort (including negligence Seller or strict liability) their respective Affiliates or otherwise). 3.3.2 Seller acknowledges and agrees thattheir respective Representatives, except for or otherwise modify or affect the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, Company in connection with the transactions contemplated hereby or this Article IV (as modified by the Ancillary Agreements.Company Disclosure Letter). 63

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except for the express representations and warranties contained in Section 3.1 or in any Ancillary Agreement, (a) Seller has Sellers have 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 representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreementshereby. 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 in any 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 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 an a full opportunity to meet with employees of Seller Sellers and its their respective Affiliates to discuss the Product Business, the Product, the Authorized Generic ProductProducts, 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 3.13.1 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 7 Article 5 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller Sellers or any of its their respective 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 or 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 or the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, that Buyer is not relying on any estimates, projections, forecasts, plans or budgets made available or otherwise furnished by Seller Sellers or its their respective 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). 3.3.2 Seller acknowledges . Confidential Materials Omitted and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection Filed Separately with the transactions contemplated hereby or by Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Ancillary Agreements.Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except for the express The representations and warranties contained made by the Company in Section 3.1 or in any Ancillary Agreement, (a) Seller has this Article III are the exclusive representations and warranties made no representation or warranty whatsoever herein or otherwise related by the Company with respect to the transactions contemplated Company and the Company Subsidiaries, including the assets of each of them. The Company hereby or by the Ancillary Agreements and (b) Buyer has not relied on disclaims any representation or warranty, express or implied, 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 any Ancillary Agreement, Buyer is acquiring the Purchased Assets on an “as is, where is” basis without any other express or implied warranties, either in fact representations 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) warranties with respect to any information, documents, or materials furnished to or for Buyer by Seller itself or any of the Company Subsidiaries. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CONDITION OF THE ASSETS OF THE COMPANY AND THE COMPANY SUBSIDIARIES SHALL BE "AS IS" AND "WHERE IS" AND THE COMPANY MAKES NO WARRANTY OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR QUALITY WITH RESPECT TO 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. The Company is not, directly or indirectly, making any representations or warranties regarding any pro-forma financial information, financial projections or other forward-looking statements of the Company or any of the Company Subsidiaries. Any Due Diligence Materials made available to Parent or 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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 Representatives do not, and shall cause not be deemed to, directly or indirectly, contain representations or warranties of the Company or its Affiliates not to, hold any such Person liable with respect thereto (whether in warranty, contract, tort (including negligence or strict liability) or otherwise). 3.3.2 Seller acknowledges their respective Representatives. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and agrees that, except for the express representations Merger Sub jointly and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related severally represent and warrant to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.Company as follows:

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except for the express The representations and warranties contained made by the Sellers and the Blocker Sellers in this Article III (Representations and Warranties of the Sellers and the Blocker Sellers) (as modified by the Schedules) and Section 3.1 9.9 (Fund Indemnity) are in lieu of and are exclusive of all other representations and warranties, whether at law or in equity, including (i) any implied warranties, (ii) claims of inducement to enter into the Transactions and (iii) as to the accuracy or completeness of, or reasonableness of any assumptions underlying any estimates, projections and forecasts set forth in, any information, documents or materials regarding the Sold Entities (including any pro forma financial information, supplemental data or financial projections or other forward-looking statements) furnished or made available to Buyer or its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any Ancillary Agreementother form in expectation of, or in connection with, the Transactions. Notwithstanding anything to the contrary herein, (ai) Seller has made no representation neither PCP nor BNY make any representations or warranty whatsoever herein or otherwise related warranties with respect to the transactions contemplated hereby business or by the Ancillary Agreements and (b) Buyer has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements. Without limiting the generality operations of the foregoingSold Entities (or any Subsidiary thereof) which, Buyer acknowledges for the avoidance of doubt, shall include those representations and agrees that, except as expressly provided in this Agreement or in any 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 warranties set forth in Section 3.5 (Organizational Documents) and Sections 3.7 (Drag Along Rights) through 3.27 (Bank Accounts) inclusive or 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 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by other Seller or any of 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 Blocker Seller and its Affiliates certain estimates, projections, plans, budgets and (ii) no Seller other forecasts for than the Product Business or the Authorized Generic Product. Buyer acknowledges that these estimates, projections, forecasts, plans and budgets, Oak Hill Entities 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 Blocker Sellers make such estimates, projections, forecasts, plans and budgets, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation representations or warranty in Section 3.1, 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 warranties with respect thereto (whether in warranty, contract, tort (including negligence or strict liability) or otherwise). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by Blockers and the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary AgreementsBlocker Sellers.

Exclusivity of Representations. 3.3.1 Buyer acknowledges (a) Except for the representations and agrees warranties expressly set forth in this Article 4 and the representations and warranties expressly set forth in other the Transaction Documents or the information set forth in the certificates required to be delivered pursuant to Section 9.02(d), neither the Argos Parties, Cementos, their respective Affiliates, nor any other Person makes (and the Argos Parties and Cementos, on behalf of themselves and their respective Affiliates, hereby disclaims) any other express or implied representation or warranty with respect to the Argos Parties, their business, operations, assets, liabilities, or in connection with this Agreement or the Transactions (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Summit or its respective Affiliates or any other Person in connection with the Transactions. (b) The Argos Parties and Cementos, on behalf of themselves and their respective Affiliates, hereby acknowledge and agree that, except for the express representations and warranties contained expressly set forth in Article 5 and the representations and warranties expressly set forth in other Transaction Documents or the representations and warranties set forth in the certificates required to be delivered pursuant to Section 3.1 or in 9.03(d), neither Summit nor any Ancillary Agreement, (a) Seller other Person has made no any express or implied representation or warranty whatsoever herein with respect to Summit’s business, its operations, assets, liabilities, or in connection with this Agreement or the Transactions (including any implied warranties that may otherwise related be applicable because of the provisions of the Uniform Commercial Code or any other Applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the transactions contemplated hereby accuracy or by completeness of any other information provided, or made available, to the Ancillary Agreements Argos Parties and (b) Buyer has not relied Cementos, on any representation or warranty, express or impliedbehalf of themselves and their respective Affiliates, in connection with the transactions contemplated hereby Transactions and the Argos Parties and Cementos and their respective Affiliates have not relied on, and disclaim reliance upon, any representation or by warranty other than those expressly set forth in Article 5 and in the Ancillary Agreementsrepresentations and warranties set forth in the other Transaction Documents and the information set forth in the certificates required to be delivered pursuant to Section 9.03(d). Without limiting the generality of the foregoing, Buyer acknowledges the Company, the Argos Parties and agrees thatCementos, except as on behalf of themselves and their respective Affiliates, acknowledge and agree that they have not relied on any other information provided, or made available, to the Company, the Argos Parties, Cementos or their respective Affiliates in connection with the Transactions, and that none of Summit nor its respective Affiliates nor any other Person shall be subject to any liability to Company, the Argos Parties or Cementos, their respective Affiliates or any other Person resulting from (i) any misrepresentation or omission by Summit, its Affiliates or any other Person with respect to any such information or (ii) the Company, the Argos Parties and Cementos’s use of, or the use by any of their respective Affiliates or any other Person of, any such information, including information, documents, projections, forecasts or other material made available to such parties in any "data rooms," teaser, confidential information memorandum, management presentations or otherwise in connection with the Transactions, unless any such information is expressly provided and specifically included in a representation or warranty contained in this Article 4 of this Agreement or in any Ancillary Agreement, Buyer is acquiring a representation and warranty in another Transaction Document or 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 representations 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 warranties 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 the certificates required to indemnification be delivered pursuant to ARTICLE 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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 otherwise9.03(d). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer (a) Buyer, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the express representations and warranties contained expressly set forth in Section 3.1 ARTICLE IV: (i) neither Seller nor any of its Subsidiaries (or any other 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 any Ancillary connection with this Agreement or the Transactions, and the sale and transfer by Seller of all of the Acquired Assets is on an “As Is Where Is” basis on the Closing Date regardless of the condition of the Acquired Assets and whether Buyer has inspected and examined them. Except as may be specifically provided in this Agreement, (a) Buyer acknowledges and agrees that Seller has made makes no representation or warranty whatsoever herein with respect to the value, condition or use of the Acquired Assets, whether expressed or implied, including any implied warranty of merchantability or fitness for a particular purpose or use; (ii) no Person has been authorized by Seller, any of its Subsidiaries or any of its or their respective Affiliates or Representatives 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 related in connection with this Agreement or the Transactions, and if made, such representation or warranty must not be relied upon by Buyer or any of its Affiliates or Representatives as having been authorized by Seller, any of its Subsidiaries or any of its or their respective Affiliates or Representatives (or any other Person); and (iii) the representations and warranties made by Seller 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 hereby disclaims any other or implied representations or warranties, notwithstanding the transactions contemplated hereby delivery or by the Ancillary Agreements and 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). (b) Buyer has Buyer, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in ARTICLE IV, it is not relied on acting (including, as applicable, by entering into this Agreement or consummating the Transactions) in reliance on: (i) any representation or warranty, express or implied; (ii) any estimate, in connection with the transactions contemplated hereby or by the Ancillary Agreements. Without limiting the generality of the foregoingprojection, Buyer acknowledges and agrees thatprediction, except as expressly provided in this Agreement or in any Ancillary Agreementdata, 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any financial information, documentsmemorandum, presentation or other materials furnished or information provided or addressed to or for Buyer by Seller or any of its Affiliates or any of their respective officers, directors, employees, agents or advisorsRepresentatives, including any information, documents, materials or material information made available to Buyer in any “the electronic data room”, management presentation, room hosted by or any other form on behalf of Seller 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or impliedTransactions, in connection with presentations by Seller’s management or in any other forum or setting; (iii) the transactions contemplated hereby accuracy or by completeness of any other representation, warranty, estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information. (c) Notwithstanding anything to the Ancillary Agreementscontrary in this Section 5.10, nothing in this Section 5.10 or elsewhere in this Agreement shall preclude any claims for Fraud.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except for the express The representations and warranties contained in Section 3.1 or in any Ancillary Agreementmade by Seller and Buyer, (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 representation or warranty, express or impliedrespectively, in connection with the transactions contemplated hereby or by this Agreement (in each case giving effect to such party’s Disclosure Schedule) and in the Ancillary Agreements. Without limiting the generality , if any, are in lieu of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement or in any Ancillary Agreement, Buyer is acquiring the Purchased Assets on an “as is, where is” basis without any express or implied are exclusive of all other representations and warranties, either in fact oral or by operation of law, by statute or otherwisewritten, including any implied warranty as to quality, the of merchantability or of fitness for a particular purpose, merchantability, condition of the Purchased Assets or as to purpose and 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 reviewimplied warranties, and that it has had an opportunity to meet with employees 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 Seller or any other Person to Buyer or any of its Affiliates to discuss the Product Businessdirectors, the Productofficers, the Authorized Generic Productemployees, the Purchased Assets and the Assumed Liabilities. Except as expressly set forth in any representation agents 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 7 (or otherwise) with respect to any information, documentsRepresentatives, or materials furnished by Buyer or any other Person to or for Buyer by Seller or any of its Affiliates or any of their respective directors, officers, directors, employees, agents or advisorsother Representatives, of any documentation or other written or oral information in connection with this Agreement, the Ancillary Agreements or the Transactions (including any information, documents, projections, forecasts or business plans or other material made available to Buyer in any certain “data roomrooms”, management presentationinvestor presentations or other written materials provided by or on behalf of Seller), or any other form in connection with and, except to the transactions contemplated extent resulting from a breach 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained 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 Person shall have or 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 sake of clarity, this Section 3.2 or in any Ancillary Agreement10.1, Buyer has made no representation or warranty whatsoever herein or otherwise related insofar as it relates to the transactions Five Year Plan, shall not affect the adjustment to the Share Purchase Price expressly contemplated hereby or by the Ancillary Agreements Sections 1.1(b) and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements1.2.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except Except for the express 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, (a) neither Seller has made no nor any other Person makes any express or implied representation or warranty whatsoever herein with respect to Seller, its Subsidiaries or otherwise related 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 to be delivered by Seller pursuant to this Agreement, neither Seller nor any of its Subsidiaries or Affiliates or any other Person makes or has made any representation or warranty to Buyer or any of its respective representatives, with respect to, 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 Business or (ii) any oral or written information furnished or made available to Buyer or any of 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 by the Ancillary Agreements currency thereof, and (b) neither Seller nor any of its Subsidiaries or Affiliates or any other Person will have any liability to Buyer has not relied on or any representation or warranty, express or implied, other Person in connection with the transactions contemplated hereby or by the Ancillary Agreements. Without limiting the generality respect of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement or in any 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 otherwisesuch information, including any warranty as to quality, the fitness for a particular purpose, merchantability, condition subsequent use 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any such information, documents, or materials furnished to or for Buyer by Seller or any of 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer (a) THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES. THE SELLER HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE PURCHASER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA). THE PARTIES HERETO AGREE THAT NO INVESTIGATION BY OR ON BEHALF OF THE PURCHASER INTO THE BUSINESS AND THE COMPANY SHALL DIMINISH IN ANY WAY THE EFFECT OF ANY REPRESENTATIONS OR WARRANTIES MADE BY THE SELLER IN THIS AGREEMENT OR SHALL RELIEVE THE SELLER OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT. (b) The Purchaser acknowledges and agrees that, except for that (i) the express representations and warranties contained in Section 3.1 Sections 3.12, 3.13, 3.14 and 3.15 are the only representations and warranties being made with respect to (A) Intellectual Property, (B) compliance with or liability under ERISA, (C) Taxes and (D) compliance with or liability under Environmental Laws, respectively, or with respect to any Intellectual Property, employee benefit, Tax or environmental, health or safety matter related in any Ancillary Agreementway to the Company's assets, the Business, the Company, the Seller and its Affiliates or to this Agreement or its subject matter, and (aii) Seller has made no other representation or warranty whatsoever herein or otherwise related contained in this Agreement shall apply to the transactions contemplated hereby or by the Ancillary Agreements any such matters and (b) Buyer has not relied on any no other representation or warranty, express or implied, in connection is being made with the transactions contemplated hereby or by the Ancillary Agreementsrespect thereto. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly provided Nothing in this Agreement Section 3.18 shall be deemed to limit or in any Ancillary Agreement, Buyer is acquiring otherwise affect 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 Seller's obligations which it assumes pursuant to any other matter. Buyer acknowledges that it has been permitted access to the books and records provision 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges Notwithstanding anything to the contrary herein, it is the explicit intent of the parties hereto, and agrees thatthe parties hereby agree, except for that the express representations and warranties contained made by the Company and Seller in Section 3.1 or in Article II and Article III, as applicable, (as qualified by the Company Disclosure Schedule hereto) and any Ancillary Transaction Agreement, (a) and any certificate, instrument or document delivered pursuant hereto by Seller has or the Company are the exclusive representations and warranties made no representation by the Company, Seller or warranty whatsoever herein any other Person with respect to the Company and its Subsidiaries, including the businesses and assets of each of them or otherwise related 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 hereby or by the Ancillary Agreements and (b) Buyer has not relied on any representation or warranty, express or implied, 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 and any certificate, instrument or in any 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 Liabilitiesdocument delivered pursuant hereto. Except as expressly set forth in any representation 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 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 7 (or otherwise) quality with respect to the businesses and any information, documents, or materials furnished to or for Buyer by Seller of the assets of the Company or any of its Affiliates 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 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, neither Seller nor the Company is, directly or indirectly, and nor any other Person on behalf of Seller or the Company is, 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 its Subsidiaries made, communicated or furnished (orally or in writing) to Parent or its Affiliates (including Acquiror) or their respective officers, directors, employeesmanagers, agents employees or advisors, representatives (including any opinion, information, documentsprojection or advice in any management presentation or confidential information memorandum provided to Parent and its Affiliates (including Acquiror) or their respective officers, directors, managers, employees or material representatives), and Seller and the 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 Buyer in any “data room”, management presentation, Parent 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptionsAcquiror) and thator their respective officers, except as expressly set forth in any representation directors, managers, employees or warranty in Section 3.1representatives do not, Buyer is not relying on any estimates, projections, forecasts, plans directly or budgets made available or otherwise furnished by Seller or its Affiliates, and Buyer shall notindirectly, and shall cause its Affiliates not be deemed to, hold any such Person liable with respect thereto (whether in warrantydirectly or indirectly, contractcontain representations or warranties of Seller, tort (including negligence the Company or strict liability) their respective Affiliates or otherwise)officers, directors, managers, employees or representatives. 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer (a) Buyer, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the express representations and warranties contained expressly set forth in Section 3.1 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 any Ancillary connection with this Agreement or the transactions contemplated by this Agreement, (a) and the sale and transfer by Seller of all 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 whether Buyer has made inspected and examined them. Except as may be specifically provided in this Agreement, Buyer acknowledges and agrees that Seller makes no representation or warranty whatsoever herein with respect to the value, condition or use of the Purchased Assets, whether expressed or implied, including any implied warranty of merchantability or fitness for a particular purpose or use; (ii) no Person has been authorized by Seller, Shareholder or any of its Subsidiaries or any of its or their respective Affiliates or 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 related to 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 of its Affiliates or representatives as having been authorized by Seller, any of its Subsidiaries or any of its or their respective Affiliates or representatives (or any 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 by implied representations or warranties, notwithstanding the Ancillary Agreements and 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). (b) Buyer has Buyer, on behalf of itself and its Subsidiaries, acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III, it is not relied on acting (including, as applicable, by entering into this Agreement or consummating the transactions contemplated by this Agreement) in reliance on: (i) any representation or warranty, express or implied; (ii) any estimate, in connection with the transactions contemplated hereby or by the Ancillary Agreements. Without limiting the generality of the foregoingprojection, Buyer acknowledges and agrees thatprediction, except as expressly provided in this Agreement or in any Ancillary Agreementdata, 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any financial information, documentsmemorandum, presentation or other materials furnished or information provided or addressed to or for Buyer by Seller or any of its Affiliates or any of their respective officers, directors, employees, agents or advisorsrepresentatives, including any information, documents, materials or material information made available to Buyer in any “the electronic data room”, management presentation, room hosted by or any other form on behalf of Seller 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with presentations by Seller’s or management or in any other forum or setting; (iii) the transactions contemplated hereby accuracy or by completeness of any other representation, warranty, estimate, projection, prediction, data, financial information, memorandum, presentation or other materials or information. For purposes of clarity, the Ancillary Agreementsforegoing Section 4.6 shall not limit the right of Buyer to seek any available remedy for Fraud based on the representations, warranties and covenants contained in this Agreement.

Exclusivity of Representations. 3.3.1 The Buyer acknowledges has conducted its own independent investigation, review and agrees thatanalysis 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 express 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 3.1 or in any Ancillary Agreement7.1(c), the Buyer acknowledges that (a) Seller has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements 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) Buyer has not relied on neither the Seller nor any representation other Person will have or warranty, express or implied, 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 any 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 be subject to any other matter. Buyer acknowledges that it has been permitted access liability or indemnification obligation 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of 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, Group or any other form 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. Buyer has received Agreement and may continue to receive from Seller and its Affiliates certain estimatesthe Ancillary Agreements, including any information, documents, projections, plans, budgets and forecasts or other forecasts for the Product Business or the Authorized Generic Product. 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 material made available to make such estimates, projections, forecasts, plans and budgets, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth them in any representation “data rooms” or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 management presentations or in any Ancillary Agreementother form in expectation of, Buyer has made no representation or warranty whatsoever herein or otherwise related to in connection with, the transactions contemplated hereby by this Agreement or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer (a) Except for the representations and warranties expressly set forth in this Article 5 and the representations and warranties expressly set forth in other the Transaction Documents and the information set forth in the certificates required to be delivered pursuant to Section 9.03(d), neither Summit nor any other Person makes (and Summit, on behalf of itself, its Subsidiaries and their respective Affiliates hereby disclaims) any other express or implied representation or warranty with respect to Summit, its business, operations, assets, liabilities, or in connection with this Agreement or the Transactions (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to the Argos Parties, Cementos, the Company or their respective Affiliates in connection with the Transactions. (b) Summit acknowledges and agrees that, except for the express representations and warranties contained expressly set forth in Article 3 and Article 4 and the representations and warranties expressly set forth in other Transaction Documents or the representations and warranties set forth in the certificates required to be delivered pursuant to Section 3.1 9.02(d), none of the Company, any Argos Party or in any Ancillary Agreement, (a) Seller other Person has made no any express or implied representation or warranty whatsoever herein or otherwise related with respect to the transactions contemplated hereby Argos Parties, Cementos, the Company or by the Ancillary Agreements ANAC Companies or their respective Affiliates (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other Applicable Law, including the warranties of merchantability and (bfitness for a particular purpose) Buyer has not relied on or with respect to the accuracy or completeness of any representation other information provided, or warrantymade available, express to Summit or implied, any of its Subsidiaries or their respective Affiliates in connection with the transactions contemplated hereby Transactions and Summit has not relied on, and disclaims reliance upon, any representation or by warranty other than those expressly set forth in Article 4 and Article 5 and in the Ancillary Agreementsrepresentations and warranties set forth in the other Transaction Documents or the representations and warranties in the certificates required to be delivered pursuant to Section 9.02(d). Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement or in any 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 Summit acknowledges and agrees that it has not relied on any other information provided, or made available, to Summit or any of its Subsidiaries or their respective Affiliates in connection with the Transactions, and that none of the Argos Parties, Cementos, the Company, the ANAC Companies, their respective Affiliates nor any other Buyer Indemnitees Person shall have no claim be subject to any liability to Summit or right to indemnification pursuant to ARTICLE 7 any other Person resulting from (i) any misrepresentation or otherwise) omission by the Argos Parties, Cementos, the Company, the ANAC Companies, their respective Affiliates or any other Person with respect to any information, documentssuch information or (ii) Summit's use of, or materials furnished to or for Buyer the use by Seller or any of its Affiliates or any of their respective officersother Person of, directors, employees, agents or advisorsany such information, including any information, documents, projections, forecasts or other material made available to Buyer Summit, its Affiliates or their respective Representatives in any “"data room”rooms," teaser, confidential information memorandum, management presentation, presentations or any other form otherwise in connection with the transactions contemplated by Transactions, unless any such information is expressly and specifically included in a representation or warranty contained in this Agreement. Buyer has received Article 5 of this Agreement or in a representation and may continue to receive from Seller and its Affiliates certain estimates, projections, plans, budgets and other forecasts for the Product Business warranty in another Transaction Document or the Authorized Generic Product. Buyer acknowledges that these estimates, projections, forecasts, plans representations 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly warranties set forth in any representation or warranty in the certificates required to be delivered pursuant to Section 3.1, 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 otherwise9.02(d). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except Except for the express representations and warranties contained expressly set forth in Section 3.1 or this Article 4 and the Seller Disclosure Schedule and in any Ancillary Agreementcertificate delivered to Buyer by Seller pursuant to Section 3.4(b)(iv), (a) neither Seller nor any of its Subsidiaries (or any other Person) makes, or has made no made, any representation or warranty whatsoever herein relating to Seller, its Subsidiaries or any of their businesses or operations (including the Business, the Acquired Assets or the Assumed Liabilities) or otherwise related to in connection with this Agreement or the transactions contemplated hereby or by the Ancillary Agreements and hereby, (b) Buyer no Person has not relied on been authorized by Seller or any of its Subsidiaries to make any representation or warrantywarranty relating to Seller, express its Subsidiaries or impliedany 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 having been authorized by Seller or any of its Subsidiaries (or any other Person), and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Buyer or any of its Affiliates or Representatives, including any materials or information made available in the electronic data room hosted by or on behalf of Seller in connection with the transactions contemplated hereby or in connection with presentations by Seller’s management, are not and shall not be deemed to be or include representations or warranties unless and to the Ancillary Agreementsextent 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. Without limiting the generality of the foregoing, Buyer acknowledges The representations and agrees that, except as expressly provided warranties made by Seller in this Agreement or and the Seller Disclosure Schedule are in any Ancillary Agreement, Buyer is acquiring the Purchased Assets on an “as is, where is” basis without any express or implied lieu of and are exclusive of all other representations and warranties, either in fact or by operation of law, by statute or otherwise, including any warranty as implied warranties. Seller hereby disclaims any such other or implied representations or warranties, notwithstanding the delivery or disclosure 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller or any of its Affiliates or Representatives of any of their respective officers, directors, employees, agents documentation or advisors, other information (including any pro forma financial information, documents, supplemental data or material made available to Buyer in any “data room”, management presentation, financial projections 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 the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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 otherwiseforward-looking statements). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except for the express representations and warranties contained in Section 3.1 or in any Ancillary Agreement, (a) Seller has Sellers have 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 representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreementshereby. 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 in any 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 Bxxxx 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 an a full opportunity to meet with employees of Seller Sellers and its their respective Affiliates to discuss the Product Business, the Product, the Authorized Generic ProductProducts, 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 3.13.1 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 7 Article 5 (or otherwise) with respect to any information, documents, or materials furnished to or for Buyer by Seller Sellers or any of its their respective 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 or 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 or the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, that Buyer is not relying on any estimates, projections, forecasts, plans or budgets made available or otherwise furnished by Seller Sellers or its their respective 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or in any Ancillary Agreement, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with the transactions contemplated hereby or by the Ancillary Agreements.

Exclusivity of Representations. 3.3.1 Buyer acknowledges and agrees that, except Except for the express representations and warranties contained in Section 3.1 Article V or in this Article VI (as modified by the Disclosure Letters), none of the Companies, Seller or any Ancillary Agreement, (a) Seller other Person makes or 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, express expressed or implied, 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 at law or in any Ancillary Agreementequity, 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 agrees that it and other Buyer Indemnitees shall have no claim or right to indemnification pursuant to ARTICLE 7 (or otherwise) with respect to any informationSeller, documentsthe Companies, or materials furnished to or for Buyer by Seller the Companies’ Subsidiaries, the Transaction, the Membership Interests or any of its Affiliates Seller’s, the Companies’ or the Companies’ Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and Seller and the Companies each disclaim any other representations or warranties, whether made by Seller, the Companies, the Companies’ Subsidiaries or any of their respective Affiliates, direct or indirect equityholders, officers, directors, employees, agents or advisorsRepresentatives (collectively, including “Related Persons”), and no Related Person has any informationauthority, documentsexpress or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the Ancillary Agreements. Except for the representations and warranties expressly set forth in Article V or this Article VI (as modified by the Disclosure Letters), Seller and the Companies (directly and on behalf of all Related Persons) each hereby disclaims all liability and responsibility for any representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses, or material made available to Buyer 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 “data room”break-out” discussions, management presentation, in responses to questions or requests submitted by or on behalf of Buyer or in any other form in connection with consideration or investigation of the transactions contemplated by this Agreement. Transaction) to Buyer has received and may continue to receive from Seller and or its Affiliates certain estimatesor Representatives (including any opinion, projectionsinformation, plansforecast, budgets and other forecasts projection, budget, financial review or advice that may have been or may be provided to Buyer or its Affiliates or Representatives by Seller, the Companies or any Related Person). Except for the Product Business or the Authorized Generic Product. 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 adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it (including the reasonableness of the underlying assumptions) and that, except as expressly set forth in any representation or warranty in Section 3.1, 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). 3.3.2 Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 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 Ancillary Agreementother form in expectation of, Buyer has made no representation or warranty whatsoever herein or otherwise related to the transactions contemplated hereby or by the Ancillary Agreements and Seller has not relied on any representation or warranty, express or implied, in connection with with, the transactions contemplated hereby Transaction, or by the Ancillary Agreementsin respect of any other matter or thing whatsoever.