Common use of Independent Investigation; Seller’s Representations Clause in Contracts

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business, which investigation, review and analysis was done by Buyer, its Affiliates and their representatives. In entering into this Agreement, each of Buyer and Advance America acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules thereto). Each of Buyer and Advance America hereby acknowledges and agrees that (a) none of the Seller Parties, its Affiliates, or any of their respective officers, directors, employees or Representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, the Business or the Purchased Assets as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates after the Closing, (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller Parties, its Affiliates, or any of their respective officers, directors, employees or Representatives will have or be subject to any Liability or indemnification obligation to the Buyer or Advance America or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, its Affiliates or Representatives of, or the Buyer’s or Advance America’s use of, any information relating to the Business and any information, documents or material made available to the Buyer or Advance America, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America or in any other form in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer The Purchaser and Advance America Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge that each of Buyer and Advance America acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties Parent, Seller, Intac Trading or its their representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer The Purchaser and Advance America Purchaser Shareholder hereby acknowledges acknowledge and agrees agree that (a) other than the representations and warranties made in Article III, none of the Seller PartiesParent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the SellersDistribution Companies, the Business Acquired Interests or the Purchased Assets Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the ClosingClosing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesParent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser, Purchaser Shareholder or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the BuyerPurchaser’s or Advance AmericaPurchaser Shareholder’s use of, any information relating to the Business and Business, including any information, documents or material made available to the Buyer Purchaser or Advance AmericaPurchaser Shareholder, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer Purchaser or Advance America Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assetsAssets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties Sellers or its representatives (except the specific representations and warranties of the Seller Parties Sellers set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSellers, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the SellersMedvend Entities, the Business Equity Interests or the Purchased Assets Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the Closing, Closing in any manner other than as used and operated by the Sellers and the Medvend Entities or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesSellers, its their Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules theretoschedules hereto). Each of Buyer The Purchaser hereby agrees and Advance America hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III and the schedules hereto, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, Purchased Assets or the Business or the Purchased Assets including as to to: (i) merchantability or fitness for any particular use or purpose, ; (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the Closing, Closing in any manner other than as used and operated by the Seller; or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business Business, including the Offering Memorandum, and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by this AgreementTransactions.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America (a) The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilitiesLiabilities, results of operations, financial condition condition, software, technology and prospects of the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of any of the Seller Parties Seller, its Affiliates or its their respective officers, directors, employees or representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules theretoIII). Each of Buyer and Advance America . (b) The Purchaser hereby acknowledges and agrees that (ai) other than the representations and warranties made in Article III, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives make representatives makes or have has made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, the Business Transferred Assets or the Purchased Assets Business, including as to (iA) merchantability or fitness for any particular use or purpose, ; (iiB) the operation of the Business by the Buyer or its Affiliates Purchaser after the Closing, ; or (iiiC) the probable success or profitability of the Business after the ClosingClosing and any such representation or warranty is hereby expressly disclaimed; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (bii) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser, its Affiliates or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives their respective representatives of, or the Buyer’s Purchaser’s, its Affiliates’ or Advance America’s their respective representatives’ use of, any information relating to the Business Business, including the Confidential Information Memorandum, the Vendor Due Diligence Report and any information, documents or material made available to the Buyer Purchaser, its Affiliates or Advance Americatheir respective representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer Purchaser or Advance America its Affiliates or in any other form in expectation of connection with the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilitiesLiabilities, results of operations, financial condition condition, software, technology and prospects of the Company, the Subsidiaries and the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its Affiliates and representatives have been provided adequate access to the personnel, properties, premises and records of the Company, the Subsidiaries and the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or any of its officers, directors, employees, Affiliates or representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the SellersCompany, the Business Subsidiaries, the Business, the Membership Interests, the Satellite Interests or any of the Purchased Assets assets, Liabilities or obligations of the Company and the Subsidiaries, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the ClosingClosing in any manner other than as used and operated by the Seller, the Company and the Subsidiaries, (iii) the probable success or profitability of the Business after the Closing; Closing or (iv) the accuracy or completeness of any changes in, or interpretation of, Laws after the Closing affecting information relating to the Business, and (b) other than including any information, documents or materials made available to the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller Parties, Purchaser or its Affiliates, Affiliates or any of their respective officers, directors, employees or Representatives will have or be subject to any Liability or indemnification obligation to the Buyer or Advance America or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, its Affiliates or Representatives of, or the Buyer’s or Advance America’s use of, any information relating to the Business and any information, documents or material made available to the Buyer or Advance Americarepresentatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer Purchaser or Advance America its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement and (b) other than the indemnification obligations of the Seller set forth in Articles VII and IX, none of the Seller, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, including any information, documents or materials made available to the Purchaser or its Affiliates or their respective officers, directors, employees or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement, or any errors therein or omissions therefrom.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer The Purchaser hereby agrees and Advance America hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSellers, its their Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, Purchased Assets or the Business or the Purchased Assets including as to to: (i) merchantability or fitness for any particular use or purpose, ; (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the Closing, Closing in any manner other than as used and operated by the Seller; or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesSellers, its their Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business Business, including the Offering Memorandum, and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by this AgreementTransactions.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the businessBusiness, operations, assetsAssets, liabilities, results of operations, financial condition condition, and prospects of the Business, which investigation, review and analysis was done by Buyerthe Purchaser and its Affiliates and representatives. The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties set forth in or made pursuant to this Agreement and the Foundry Agreement, none of the Sellers, their respective Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty with respect to the Company, the Shares or the Assets and (b) other than the indemnification obligations of each Seller set forth in Article VIII, and other than any Liability which arises from fraud or intentional misrepresentation of any of the Sellers or their respective Affiliates, none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any Liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, including the Confidential Memorandum, dated as of September 2007 (the “Confidential Memorandum”), and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, responses to questions submitted on behalf of the Purchaser, during site visits or in any other form in expectation of the transactions contemplated by this Agreement, except that if any of the provisions of this Agreement are not performed in accordance with their representativesterms or are otherwise breached, the parties shall be entitled to seek specific performance of the terms thereof in accordance with applicable Law. For the avoidance of doubt, the Purchaser shall be able to pursue and enforce any and all remedies available under applicable Law or otherwise in respect of any Liability which arises from fraud or intentional misrepresentation of any of the Sellers or their respective Affiliates. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties Sellers or its their respective representatives (except the specific representations and warranties of the each Seller Parties set forth in Article III or made pursuant to this Agreement and the Disclosure Schedules thereto). Each representations and warranties of Buyer and Advance America hereby acknowledges and agrees that (a) none of the Seller Parties, its Affiliates, or any of their respective officers, directors, employees or Representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, the Business or the Purchased Assets as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates after the Closing, (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties Renesas set forth in Article VIII, none of the Seller Parties, its Affiliates, or any of their respective officers, directors, employees or Representatives will have or be subject to any Liability or indemnification obligation made pursuant to the Buyer or Advance America or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, its Affiliates or Representatives of, or the Buyer’s or Advance America’s use of, any information relating to the Business and any information, documents or material made available to the Buyer or Advance America, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America or in any other form in expectation of the transactions contemplated by this Foundry Agreement).

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America has conducted its own independent investigation, review and analysis of Except for the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business, which investigation, review and analysis was done by Buyer, its Affiliates and their representatives. In entering into this Agreement, each of Buyer and Advance America acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties contained in this Agreement (as modified by the Schedules hereto and as supplemented and amended in accordance with the terms of this Agreement), the Seller Parties set forth in Article III and the Disclosure Schedules thereto). Each of Buyer and Advance America hereby Purchaser acknowledges and agrees that (a) none neither of the Seller PartiesSellers, its Affiliatesthe Companies, the Operating Company or any of their respective officers, directors, employees Affiliates or Representatives make any other Person makes any other express or have made any implied representation or warranty, express or implied, at law or in equity, warranty with respect to the Companies, the Operating Company, the Purchased Equity Interests, the Bulk Gas Business or the transactions contemplated by this Agreement, or with respect to any financial information or other information provided to the Purchaser, whether on behalf of the Sellers, the Business Companies, the Operating Company or the Purchased Assets any of their Affiliates or such other Persons, including as to (ia) merchantability or fitness of any assets or properties for any particular use or purpose, (iib) the use of the assets of the Bulk Gas Business and the operation of the Bulk Gas Business by the Buyer or its Affiliates Purchaser after the Closing, Closing or (iiic) the probable success or profitability of the ownership, use or operation of the Companies, the Operating Company or the Bulk Gas Business by the Purchaser after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations each of the Seller Parties Sellers, the Companies and the Operating Company disclaims any representations or warranties not contained in this Agreement, whether made by the Sellers, the Companies, the Operating Company or any of their Affiliates, officers, directors, employees, agents or representatives. The Purchaser acknowledges and agrees that, except for such representations and warranties contained therein, the Companies, the Operating Company, their assets and properties and the Bulk Gas Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties set forth in Article VIIIthis Agreement (as modified by the Schedules hereto and as supplemented and amended in accordance herewith). Except as set forth in this Agreement, none of the Seller PartiesSellers, its Affiliatesthe Companies, the Operating Company or any of their respective officers, directors, employees Affiliates or Representatives any other Person will have or be subject to any Liability liability or indemnification obligation to the Buyer Purchaser or Advance America or to any other Person person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, its Affiliates or Representatives ofPurchaser, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business and any such information, documents document, or material made available to the Buyer or Advance AmericaPurchaser in the data room, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America presentations or in any other form in expectation of the transactions contemplated by this Agreement. Accordingly, Purchaser represents and warrants that it is relying on no representations, warranties or disclosures by the Sellers, the Companies, the Operating Company or any of their Affiliates or any other Person as an inducement to enter into this Agreement or to consummate the transactions contemplated herein, other than as set forth in this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business, which investigation, review and analysis was done by Buyer, its Affiliates and their representatives. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has not relied solely upon the aforementioned investigation, review and analysis and not on any factual representations representations, statement or opinions of the Seller Parties Seller, Xxxxxx or its their respective representatives (except the specific representations and warranties of the Seller Parties and Xxxxxx set forth in Article III and the Transaction Documents, the Disclosure Schedules theretoand any certificates delivered pursuant to the Transaction Documents), including factual representations or opinions stated by the Seller or its representatives, including any personnel of the Company or Xxxxxx USA during the course of the independent investigation whether given orally or in writing. Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Transaction Documents, the Disclosure Schedules and any certificates delivered pursuant to the Transaction Documents, none of the Seller PartiesSeller, its Affiliates, or any of their respective the officers, directors, employees or Representatives representatives of the Company or Xxxxxx USA make or have made and the Purchaser has not and will not rely upon, any representation or warranty, express or implied, at law or in equity, with respect to the Sellersto, Xxxxxx Development, the Business Company or Xxxxxx USA, the Shares or the Purchased Assets including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business Company and Xxxxxx USA by the Buyer or its Affiliates Purchaser after the Closing, Closing in any manner other than as used and operated by the Seller or (iii) the probable success or profitability of the Business after the Closing; Company or (iv) any changes in, or interpretation of, Laws Xxxxxx USA after the Closing affecting the Business, and (b) except with respect to fraud, other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesSeller, its Affiliates, or any of their respective the officers, directors, employees or Representatives representatives of the Company and Xxxxxx USA, will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business Company and Xxxxxx USA and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form during the independent investigation or otherwise in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III IV (and the Disclosure Schedules certificate referred to in Section 9.02(a)) and the schedules thereto). Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article IV, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives make representatives makes or have has made any representation or warranty, express or implied, at law or in equity, with respect to the SellersPurchased Shares, the Business or the Purchased Assets or the Business, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the Closing, Closing in any manner other than as used and operated by the Seller or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business, including the Confidential Information Memorandum of the Seller relating to the Business and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except for the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules theretoschedules thereto or in the case of fraud). Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the SellersAcquired Companies, the Business Shares or the Purchased Assets Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the Closing, Closing in any manner other than as used and operated by the Seller and the Acquired Companies or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) aboveany of the Purchaser’s estimates, the distribution to the Buyer, Advance America, its Affiliates or Representatives of, or the Buyer’s or Advance America’s use of, any information projections and other forecasts relating to the Business and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives, including expert advisers that are experienced in the valuation of businesses such as the Business and the purchase of stock, property and assets such as the Stock as contemplated hereby. The Purchaser acknowledges and confirms that it and its representatives have been provided access to the personnel, properties, premises and records of the Business for such purpose and to enable Purchaser to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. In entering into this Agreement, each of Buyer the Purchaser acknowledges and Advance America acknowledges confirms that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Parent, the Seller Parties or its their representatives (except the specific representations and warranties of the Seller Parties Parent set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesParent, its the Seller, their Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the SellersAcquired Companies, the Business Stock or the Purchased Assets Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the ClosingClosing in any manner other than as used and operated by the Parent, the Seller and the Acquired Companies or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties Parent set forth in Article VIIIIX, none of the Seller PartiesParent, its the Seller, their Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business Business, including the Confidential Information Presentation, and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America (a) The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the BusinessCompany, which investigation, review and analysis was done performed by Buyerthe Purchaser, its Affiliates and their representativesrespective directors, officers, employees, agents, advisors or other representatives (collectively, “Representatives”). The Purchaser acknowledges that it, its Affiliates and their respective Representatives have been provided adequate access to the personnel, properties, facilities and records of the Company for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual statements, representations or opinions of any of the Seller Parties Seller, its Affiliates or its representatives their respective Representatives (except the specific representations representations, warranties, covenants and warranties other agreements of the Seller Parties set forth in Article III and the Disclosure Schedules theretoherein). Each of Buyer and Advance America . (b) The Purchaser hereby acknowledges and agrees that (ai) other than the representations and warranties made in Article III, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives make or have has made any representation or warranty, express or implied, at law or in equity, with in respect to of the SellersShares, the Business Company, the properties or assets of the Company or the Purchased Assets business of the Company, including as to (iA) merchantability or fitness for any particular use or purpose, ; (iiB) the operation of the Business Company by the Buyer or its Affiliates Purchaser after the Closing, ; or (iiiC) the probable success or profitability of the Business Company after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (bii) other than the indemnification obligations of the Seller Parties set forth representations and warranties made in Article VIIIIII, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer Purchaser, its Affiliates or Advance America or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or their respective Representatives of, or the Buyer’s Purchaser’s, its Affiliates’ or Advance America’s their respective Representatives’ use of, any information relating to the Business Company, including the Confidential Information Memorandum dated June 2011, and any information, documents or material materials made available to the Buyer Purchaser, its Affiliates or Advance Americatheir respective Representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer Purchaser or Advance America its Affiliates or in any other form in expectation of connection with the transactions contemplated by this Agreement. (c) The Purchaser, its Affiliates and their respective Representatives have received and may continue to receive from the Seller, its Affiliates and their respective Representatives certain estimates, projections and other forecasts for the business of the Company and certain plan and budget information. The Purchaser 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, the Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that the Purchaser 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, and that the Purchaser is not relying on any estimates, projections, forecasts, plans or budgets furnished by the Seller or its Representatives, and the Purchaser shall not, and shall cause its Affiliates and their respective Representatives not to, hold any such Person liable with respect thereto.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America has its representatives have conducted its their own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition Product and prospects of the Business, which investigation, review Purchased Assets. Buyer acknowledges that it and analysis was done by Buyer, its Affiliates and their representativesrepresentatives have been provided adequate access to relevant information for such purpose. In entering into this Agreement, each of Buyer and Advance America acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties Sellers or its their representatives (except the specific representations and warranties of the Seller Parties Sellers set forth in Article III and the Disclosure Schedules theretoIII). Each of Buyer hereby agrees and Advance America hereby acknowledges and agrees that (ai) other than the representations and warranties made in Article III, none of the Seller PartiesSellers, its any of their Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, the Business Purchased Assets or the Purchased Assets Product including as to (iA) merchantability or fitness for any particular use or purpose, (iiB) the operation use of the Business Purchased Assets by the Buyer or its Affiliates after the Closing, Closing Date in any manner other than as used by Sellers or (iiiC) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws Product after the Closing affecting the BusinessDate, and (bii) other than the indemnification obligations of the Seller Parties Sellers set forth in Article VIIIVII, none of the Seller PartiesSellers, its any of their Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, its Affiliates or Representatives representatives of, or the Buyer’s or Advance America’s use of, any information relating to the Business Product and the Purchased Assets, including any information, documents or material made available to the Buyer or Advance AmericaBuyer, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America or in any other form in expectation of the transactions contemplated by this Agreement. ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTY AGAINST INFRINGEMENT AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS) ARE HEREBY WAIVED BY BUYER. BUYER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED IN ARTICLE III, BUYER TAKES THE PRODUCT AND, THE PURCHASED ASSETS “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the BusinessLearning Entities, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Learning Entities for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of any of the Seller Parties Sellers or its their representatives (except the specific representations and warranties of the Seller Parties Sellers set forth in Article III (and the Disclosure Schedules certificate referred to in Section 8.02(a)) and the schedules thereto). Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSellers, its their Affiliates, or any of their respective officers, directors, employees or Representatives make representatives makes or have has made any representation or warranty, express or implied, at law or in equity, with respect to the SellersLearning Entities, the Business Shares or the Purchased Assets Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business Learning Entities by the Buyer or its Affiliates Purchaser after the Closing, Closing in any manner other than as used and operated by the Sellers or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws Learning Entities after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesSellers, its their Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business Learning Entities, including the Confidential Information Memorandum and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business, including, without limitation, the Purchased Assets and the Assumed Liabilities, which investigation, review and analysis was were done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties Sellers or its their Affiliates or their representatives (except the specific representations and warranties of the Seller Parties Sellers set forth in Article III and the Disclosure Schedules theretoIII). Each of Buyer The Purchaser hereby agrees and Advance America hereby acknowledges that, other than the representations and agrees that (a) warranties made in Article III, none of the Seller PartiesSellers, its their Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, the Business Newco or the Purchased Assets or the Business including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the Closing, Closing in any manner other than as used and operated by the Sellers or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after . The Purchaser acknowledges that the Closing affecting the Business, representations and (b) other than the indemnification obligations of the Seller Parties warranties set forth in Article VIII, none this Agreement are made solely for purposes of disclosure and establishing conditions to the Closing and shall not survive the Closing. None of the Seller PartiesSellers, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business Business, including any information distributed to selected parties by MBLY and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” ”, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, and liabilities, results of operations, financial condition and prospects of the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the properties, and premises for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer The Purchaser hereby agrees and Advance America hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSellers, its their Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, Purchased Assets or the Business or the Purchased Assets including as to to: (i) merchantability or fitness for any particular use or purpose, ; (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the Closing, Closing in any manner other than as used and operated by the Seller; or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesSellers, its their Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business Business, including the Offering Memorandum, and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by this AgreementTransactions.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America (a) The Purchaser has conducted to its satisfaction its own independent investigation, review review, and analysis of the business, operations, assets, liabilitiesLiabilities, results of operations, financial condition condition, software, technology, and prospects of the BusinessCompany Group, which investigation, review review, and analysis was done performed by Buyerthe Purchaser and its Representatives. The Purchaser acknowledges that it and its Representatives have been provided adequate access to the personnel, its Affiliates properties, facilities, and their representativesrecords of the Company Group for such purpose. In entering into this Agreement and proceeding with the transactions contemplated by this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review review, and analysis and has not relied on or been induced by any factual representations statements, representations, or opinions of the Seller Parties or any of its representatives Representatives (except the specific representations and warranties of the Seller Parties set forth in Article III (and in the Seller Disclosure Schedules theretoSchedules). Each of Buyer and Advance America ). (b) The Purchaser hereby acknowledges and agrees that notwithstanding anything herein to the contrary (ai) none of the Seller Parties, or its Affiliates, Representatives makes or any of their respective officers, directors, employees or Representatives make or have has made any representation or warranty, express or implied, at law or in equity, (A) in respect of the Company Group or the Assumed Liabilities, other than the specific representations and warranties set forth in Article III (and in the Seller Disclosure Schedules), or (B) other than the specific representations and warranties set forth in Article III (and in the Seller Disclosure Schedules), with respect to the Sellers, the Business or the Purchased Assets as to (iw) merchantability or fitness for any particular use or purposepurpose and all other warranties arising under the Uniform Commercial Code (or similar Laws), (iix) any projections, estimates, prospects, forecasts, plans, and budget information furnished by the Seller or its Representatives (including the reasonableness of the assumptions underlying such projections, estimates, prospects, forecasts, plans, and budget information), (y) the operation of the Business Company Group by the Buyer or its Affiliates Purchaser after the Closing, or (iiiz) the probable success or profitability financial condition of the Business Company Group after the Closing; or (ivii) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller Parties, or its Affiliates, or any of their respective officers, directors, employees or Representatives will have or be are subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser, its Representatives, or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, Purchaser or its Affiliates or Representatives of, or the BuyerPurchaser’s or Advance America’s its Representatives’ use of, any information relating to the Business Company Group, including the Confidential Information Memorandum and any information, documents documents, offering materials, or material other materials made available to the Buyer Purchaser or Advance Americaits Representatives or potential financing sources, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, “expert sessions,” diligence calls or meetings, responses to questions submitted on behalf of the Buyer Purchaser or Advance America its Representatives, or in any other form in expectation of connection with the transactions contemplated by this Agreement; and (iii) it is the Purchaser’s responsibility to apply for its own permits and Environmental Permits to the relevant Governmental Authorities and that it may not be within the power of SPX to directly transfer the existing permits or Environmental Permits (or currently pending applications therefor) directly to the Purchaser. The Purchaser hereby (I) expressly acknowledges and agrees to the Seller’s disclaimer of the representations and warranties set forth in Section 3.16(a) and of all liability and indemnification obligations for any such representation or warranty or any distribution to the Purchaser or its Representatives of, or the Purchaser’s or its Representatives’ use of, any information relating to the Company Group, and (II) expressly waives and relinquishes any right to any claim (whether in contract or in tort or otherwise, whether at law or in equity) based on, arising out of, or related to, any representations and warranties other than those specifically set forth in Article III (and in the Seller Disclosure Schedules). The Purchaser and its Representatives have received and may continue to receive from the Seller and its Representatives information that may relate to the Company Group, including the Confidential Information Memorandum and other information, documents, projections, estimates, prospects, forecasts, plans, and budget information. The Purchaser acknowledges that such projections, estimates, prospects, forecasts, plans, and budget information and the assumptions on which they are based were prepared for specific purposes and may vary significantly from each other. Further, the Purchaser acknowledges that there are uncertainties inherent in attempting to make such projections, estimates, prospects, forecasts, plans, and budget information, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, estimates, prospects, forecasts, plans, and budget information so furnished to it, and that, except for the representations and warranties specifically set forth in Article III (and the Seller Disclosure Schedules), the Purchaser is not relying on, and hereby expressly waives and relinquishes any right to any claim (whether in contract or in tort or otherwise, whether at law or in equity) based on, arising out of, or related to, any projections, estimates, prospects, forecasts, plans, and budget information furnished by the Seller or its Representatives (or any assumptions on which any such projections, estimates, prospects, forecasts, plans, and budget information are based), and the Purchaser shall not, and shall cause its Representatives not to, hold any such Person liable with respect thereto.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business, which investigation, review and analysis was done by Buyer, its the Purchasers and their Affiliates and their representatives. Each Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties Sellers or its their representatives (except the specific representations and warranties of the Seller Parties Sellers set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer and Advance America Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSellers, its their Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the SellersCompanies, the Business Subsidiaries, the Shares or the Purchased Assets Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchasers after the ClosingClosing in any manner other than as used and operated by the Sellers, the Companies and the Subsidiaries or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties Sellers set forth in Article VIIIVII and Article IX, none of the Seller PartiesSellers, its their Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchasers or to any other Person resulting from (i) through (iv) above, the distribution to the BuyerPurchasers, Advance America, its their Affiliates or Representatives representatives of, or the Buyer’s or Advance America’s Purchasers’ use of, any information relating to the Business, including the Confidential Business Overview Presentation dated June 2006 and any information, documents or material made available to the Buyer or Advance AmericaPurchasers, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchasers or in any other form in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer Parent and Advance America has the Purchaser have each conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business, which investigation, review and analysis was done by BuyerParent, the Purchaser and its Affiliates and their representatives. Parent and Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, each of Buyer Parent and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer Parent and Advance America the Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, the Business Purchased Assets or the Purchased Assets Business, including any representations or warranties as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the ClosingClosing in any manner other than as used and operated by the Seller, or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations except as it may apply to Parent and Purchaser explicitly and directly due to breaches of the Seller Parties representatives set forth in this Article VIIIIV, none of the Seller PartiesParent, its Purchaser or their Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to Parent or the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to Parent or the Buyer, Advance America, its Purchaser or their Affiliates or Representatives representatives of, or the BuyerParent’s or Advance Americathe Purchaser’s use of, any information relating to the Business and Business, including any information, documents or material made available to Parent or the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent or the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America a. The Purchaser has conducted to its satisfaction its own independent investigation, review and analysis of the business, operations, assets, liabilitiesLiabilities, results of operations, financial condition condition, software, technology and prospects of the Business, which investigation, review and analysis was done performed by Buyerthe Purchaser and its Representatives. The Purchaser acknowledges that it and its Representatives have been provided adequate access to the personnel, its Affiliates properties, facilities and their representativesrecords of the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned its own investigation, review and analysis and and, except as otherwise provided in this Agreement, not on any factual statements, representations or opinions of the Seller Parties or any of its representatives Representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules theretoor any other Transaction Document). Each of Buyer and Advance America . b. The Purchaser hereby acknowledges and agrees that (a) notwithstanding anything herein to the contrary other than the specific representations and warranties made in Article III or in any other Transaction Document, none of the Seller PartiesSeller, its AffiliatesSubsidiaries or their Representatives makes or has made, or any of their respective officersand the Purchaser has not and is not relying on, directors, employees or Representatives make or have made any representation or warranty, express or implied, at law or in equity, in respect of the Business, any of the Transferred Assets or the Assumed Liabilities, including with respect to (A) the Sellers, the Business Excluded Assets or the Purchased Assets as to Excluded Liabilities; (iB) merchantability or fitness for any particular use or purpose, purpose or any other warranties arising under the Uniform Commercial Code (iior similar Laws); (C) the operation of the Business by the Buyer or its Affiliates Purchaser after the Closing, Closing Date; or (iiiD) the probable success success, profitability or profitability prospects of the Business after the ClosingClosing Date; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesSeller, its Affiliates, Subsidiaries or any of their respective officers, directors, employees or Representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser, its Representatives or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, Purchaser or its Affiliates or Representatives of, or the BuyerPurchaser’s or Advance America’s its Representatives’ use of, any information relating to the Business Business, including the Confidential Management Presentation and any information, documents documents, offering materials or other material made available to the Buyer Purchaser or Advance Americaits Representatives or potential financing sources, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, “expert sessions,” site tours or visits, diligence calls or meetings, responses to questions submitted on behalf of the Buyer Purchaser or Advance America its Representatives or in any other form in expectation of connection with the transactions contemplated by this AgreementAgreement or the other Transaction Documents, in each case, other than in the case of fraud. The Purchaser and its Representatives have received and may continue to receive from the Seller, its Subsidiaries and their Representatives certain estimates, projections, forecasts, plans and budgets for the Business and certain plan and budget information. The Purchaser 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, the Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that the Purchaser 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, and that the Purchaser is not relying on any estimates, projections, forecasts, plans or budgets furnished by the Seller or its Representatives, and the Purchaser shall not, and shall cause its Representatives not to, hold any such Person liable with respect thereto, other than in the case of fraud.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, technology and prospects of the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III IV and the Disclosure Schedules theretoschedules thereto and in the Additional Agreements). Each of Buyer The Purchaser hereby agrees and Advance America hereby acknowledges and agrees that (a) other than the representations and warranties made to Seller in Article IV and Deed (if any), none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, Purchased Assets or the Business or the Purchased Assets including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the Closing, Closing in any manner other than as used and operated by the Seller or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIIISection 7.02, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business and Business, including any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by Contemplated Transactions. No knowledge that the Purchaser should have gained as a result of its due diligence investigation shall limit the scope of the remedies available to Purchaser based on Seller’s representations and warranties made in Article IV of this AgreementAgreement or any of the Additional Agreements; provided, however that the knowledge that Purchaser has obtained as a result of the independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Business shall prevent Purchaser from later making a claim for a breach of a covenant set forth in this Agreement or specific representations and warranties of the Seller set forth in Article III (and the related disclosure schedules) and in the Additional Agreements.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Transferred Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Transferred Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and has not relied on any factual representations representations, statement or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III this Agreement and the Disclosure Schedules theretoschedules thereto or in any certificates or other instruments delivered pursuant hereto (including for the avoidance of doubt the Ancillary Agreements)), including factual representations or opinions stated by the Seller or its representatives, including any personnel of the Seller, the Company or any Subsidiary during the course of the independent investigation whether given orally or in writing. Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in this Agreement (including for the avoidance of doubt the Ancillary Agreements) and in any certificates or other instruments delivered pursuant hereto, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made and the Purchaser has not and will not rely upon, any representation or warranty, express or implied, at law or in equity, with respect to the SellersCompany, the Business Subsidiaries, the Shares, the Assets or the Purchased Assets Transferred Business, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Transferred Business by the Buyer or its Affiliates Purchaser after the ClosingClosing in any manner other than as used and operated by the Seller, the Company and the Subsidiaries or (iii) the probable success or profitability of the Transferred Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIIIVII and Article IX (or otherwise expressly provided herein), none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Transferred Business and any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form during the independent investigation or otherwise in expectation of the transactions contemplated by this Agreement. Except for the representations and warranties set forth in this Agreement or in any certificates or other instruments delivered pursuant hereto (including for the avoidance of doubt the Ancillary Agreements), none of Parent, the Purchaser or any of their respective subsidiaries or affiliates or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, whether express or implied.

Independent Investigation; Seller’s Representations. Each of (a) Buyer and Advance America has conducted to its satisfaction its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the BusinessCompany, which investigation, review and analysis was done performed by BuyerBuyer and its representatives. Buyer acknowledges that it and its representatives have been provided adequate access to the personnel, its Affiliates properties, facilities and their representativesrecords of the Company for such purpose. In entering into this Agreement, each of Buyer and Advance America acknowledges that it has relied solely upon the aforementioned its investigation, review and analysis and and, except as otherwise provided in this Agreement, not on any factual statements, representations or opinions of the Seller Parties or any of its representatives (except the specific representations and warranties of Seller and the Seller Parties Company set forth in Article III and the Disclosure Schedules theretoIV). Each of . (b) Buyer and Advance America hereby acknowledges and agrees that notwithstanding anything herein to the contrary (ai) other than the specific representations and warranties made in Article IV, none of the Seller PartiesSeller, its Affiliates, the Company or any of their respective officersrepresentatives makes or has made, directorsand Buyer has not and is not relying on, employees or Representatives make or have made any representation or warranty, express or implied, at law or in equity, in respect of the Company, including with respect to the Sellers, the Business or the Purchased Assets as to (iA) merchantability or fitness for any particular use or purpose, purpose or any other warranties arising under the Uniform Commercial Code (iior similar Laws); (B) the operation of the Business Company by the Buyer or its Affiliates after the Closing, (iii) the probable success or profitability of the Business after the Closing; or (ivC) any changes inthe probable success, profitability or interpretation of, Laws prospects of the Company after the Closing affecting the Business, Closing; and (bii) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller PartiesSeller, its Affiliates, Affiliates or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Buyer, its representatives or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, Buyer or its Affiliates or Representatives representatives of, or the Buyer’s or Advance America’s its representatives’ use of, any information relating to the Business Company, including the Confidential Information Memorandum of the Company and any information, documents documents, offering materials or other material made available to the Buyer or Advance Americaits representatives or potential financing sources, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, “expert sessions,” site tours or visits, diligence calls or meetings, responses to questions submitted on behalf of the Buyer or Advance America its representatives or in any other form in expectation of connection with the transactions contemplated by this Agreement. Buyer and its representatives have received and may continue to receive from Seller and its representatives certain estimates, projections, forecasts, plans and budgets for the Company and certain plan and budget information. 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, and that Buyer is not relying on any estimates, projections, forecasts, plans or budgets furnished by Seller or its representatives, and Buyer shall not, and shall cause its representatives not to, hold any such Person liable with respect thereto.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilitiesLiabilities, results of operations, financial condition condition, software, technology and prospects of the Company, the Subsidiaries and the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its Affiliates and representatives have been provided adequate access to the personnel, properties, premises and records of the Company, the Subsidiaries and the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or any of its officers, directors, employees, Affiliates or representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer and Advance America The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the SellersCompany, the Business Subsidiaries, the Business, the Membership Interests or any of the Purchased Assets assets, Liabilities or obligations of the Company and the Subsidiaries, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the ClosingClosing in any manner other than as used and operated by the Seller, the Company and the Subsidiaries, (iii) the probable success or profitability of the Business after the Closing; Closing or (iv) the accuracy or completeness of any changes in, or interpretation of, Laws after the Closing affecting information relating to the Business, including any information, documents or materials made available to the Purchaser or its Affiliates or their respective officers, directors, employees or representatives, whether orally or in writing, in 33 certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIIIArticles VII and IX, none of the Seller PartiesSeller, its Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business and Business, including any information, documents or material materials made available to the Buyer Purchaser or Advance Americaits Affiliates or their respective officers, directors, employees or representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer Purchaser or Advance America its Affiliates or in any other form in expectation of or in connection with the transactions contemplated by this Agreement, or any errors therein or omissions therefrom.

Independent Investigation; Seller’s Representations. Each of (a) The Buyer and Advance America has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the BusinessCompany and its Subsidiaries, which investigation, review and analysis was done performed by the Buyer, its Affiliates and their representatives. In entering into this Agreement, each of respective Representatives (b) The Buyer and Advance America acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules thereto). Each of Buyer and Advance America hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III and Article IV, and the Ancillary Agreements and the certificates delivered under Article VIII, none of the Seller PartiesSeller, its Affiliates, Affiliates or any of their respective officersRepresentatives has made, directorsand Buyer has not relied upon, employees or Representatives make or have made any representation or warranty, express or implied, at law or in equity, with in respect to of the SellersCompany Units, the Business Companies or their respective Subsidiaries, the properties or assets of any Company or its Subsidiaries or the Purchased Assets business of any Company or its Subsidiaries, including as to (iA) merchantability or fitness for any particular use or purpose, ; (iiB) the operation of the Business Companies or any of their respective Subsidiaries by the Buyer or its Affiliates after the Closing, ; or (iiiC) the probable success or profitability of the Business any Company or any of its Subsidiaries after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (bi) other than with respect to the indemnification obligations of representations and warranties made in Article III and Article IV, and the Seller Parties set forth in Ancillary Agreements and certificates delivered under Article VIII, none of the Seller PartiesSeller, its Affiliates, Affiliates or any of their respective officers, directors, employees or Representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer Buyer, its Affiliates or Advance America or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, its Affiliates or their respective Representatives of, or the Buyer’s ’s, its Affiliates’ or Advance America’s their respective Representatives’ use of, any information relating to the Business Companies and their respective Subsidiaries, including any information, documents or material materials made available to the Buyer Buyer, its Affiliates or Advance Americatheir respective Representatives, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America its Affiliates or in any other form in expectation of connection with the transactions contemplated by this AgreementAgreement and (ii) other than the representations and warranties made in Article III and Article IV, and the Ancillary Agreements and the certificates delivered under Article VIII, none of the Seller, its Affiliates or any of their respective Representatives has made or makes, and Buyer has not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Buyer, its Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Companies, their respective Subsidiaries or their respective businesses (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Buyer, its Affiliates or any of their respective representatives or any other Person, and any such other representations or warranties are expressly disclaimed.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America has conducted its own independent investigation, review and analysis of Except for the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business, which investigation, review and analysis was done by Buyer, its Affiliates and their representatives. In entering into this Agreement, each of Buyer and Advance America acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties contained in this Agreement (as modified by the Schedules hereto and as supplemented and amended in accordance with the terms of this Agreement), the Seller Parties set forth in Article III and the Disclosure Schedules thereto). Each of Buyer and Advance America hereby Purchaser acknowledges and agrees that (a) none of neither the Seller PartiesSeller, its Affiliates, the Operating Company or any of their respective officers, directors, employees Affiliates or Representatives make any other Person makes any other express or have made any implied representation or warranty, express or implied, at law or in equity, warranty with respect to the SellersOperating Company, the Purchased Equity Interests, the Packaged Gas Business or the Purchased Assets transactions contemplated by this Agreement, or with respect to any financial information or other information provided to the Purchaser, whether on behalf of the Seller, the Operating Company or any of their Affiliates or such other Persons, including as to (ia) merchantability or fitness of any assets or properties for any particular use or purpose, (iib) the use of the assets of the Packaged Gas Business and the operation of the Packaged Gas Business by the Buyer or its Affiliates Purchaser after the Closing, Closing or (iiic) the probable success or profitability of the ownership, use or operation of the Operating Company or the Packaged Gas Business by the Purchaser after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties and the Operating Company disclaims any other representations or warranties not contained in this Agreement, whether made by the Seller, the Operating Company or any of their Affiliates, officers, directors, employees, agents or representatives. The Purchaser acknowledges and agrees that, except for such representations and warranties contained therein, the Operating Company, its assets and properties and the Packaged Gas Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties set forth in Article VIIIthis Agreement (as modified by the Schedules hereto and as supplemented and amended in accordance herewith). Except as set forth in this Agreement, none of the Seller PartiesSeller, its Affiliates, the Operating Company or any of their respective officers, directors, employees Affiliates or Representatives any other Person will have or be subject to any Liability liability or indemnification obligation to the Buyer Purchaser or Advance America or to any other Person person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, its Affiliates or Representatives ofPurchaser, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business and any such information, documents document, or material made available to the Buyer or Advance AmericaPurchaser in the data room, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America presentations or in any other form in expectation of the transactions contemplated by this Agreement. Accordingly, Purchaser represents and warrants that it is relying on no representations, warranties or disclosures by the Seller, the Operating Company or any of their Affiliates or any other Person as an inducement to enter into this Agreement or to consummate the transactions contemplated herein, other than as set forth in this Agreement.

Independent Investigation; Seller’s Representations. Each of Buyer and Advance America The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, software, technology and prospects of the Business, which investigation, review and analysis was done by Buyer, the Purchaser and its Affiliates and their representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel and records of the Business for such purpose. In entering into this Agreement, each of Buyer and Advance America the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties Sellers or its representatives (except the specific representations and warranties of the Seller Parties Sellers set forth in Article III and the Disclosure Schedules schedules thereto). Each of Buyer The Purchaser hereby agrees and Advance America hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Seller PartiesSellers, its their Affiliates, or any of their respective officers, directors, employees or Representatives representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, Purchased Assets or the Business or the Purchased Assets including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates Purchaser after the Closing, Closing in any manner other than as used and operated by the Sellers or (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties Sellers set forth in Article VIIIVII or in case of fraud or gross negligence, none of the Seller PartiesSellers, its their Affiliates, or any of their respective officers, directors, employees or Representatives representatives will have or be subject to any Liability liability or indemnification obligation to the Buyer or Advance America Purchaser or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance AmericaPurchaser, its Affiliates or Representatives representatives of, or the Buyer’s or Advance AmericaPurchaser’s use of, any information relating to the Business and Business, including any information, documents or material made available to the Buyer or Advance AmericaPurchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.