Common use of Inspections; No Other Representations Clause in Contracts

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller with respect to the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Acquired Assets Transferred Companies, as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has Sellers have given the Buyer complete and open full access to the key employeesEmployees, documents and facilities of the Seller Transferred Companies. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer agrees to accept the Shares of the Companies and the Subsidiaries and the Purchased Assets in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to the Acquired Assets. The Buyer agreesall matters, warrants and represents that (a) it is purchasing the Acquired Assets without reliance upon any express or implied representations or warranties of any nature made by or on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation behalf of the Acquired Assets and (b) or imputed to Sellers, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Sellers make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the MTA, the TSA, Transferred Companies or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative future business and operations of the Seller has Transferred Companies, (ii) accuracy of any information developed by Sellers' consultants as set forth in those environmental reports relating to certain Real Property or (iii) any other information or documents made any warrantiesavailable to Buyer or its counsel, representations accountants or guarantees, express, implied advisors with respect to the Transferred Companies or statutory, written their respective businesses or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents thatoperations, except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Purchased Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller with respect Business. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Notwithstanding anything contained to the Acquired Assets. The contrary in any other provision of this Agreement or any document delivered by Seller in connection herewith, Buyer agreesacknowledges and agrees that Seller is not making any representation or warranty whatsoever, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) express, implied, statutory or otherwise, except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges and agrees that the consideration for the Acquired Purchased Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets are sold “AS ISas is”, “where is” and “WITH ALL FAULTS.with all faults” The and Buyer agreesagrees to accept the Purchased Assets and the Business in the condition they are in on the Closing Date based on its own inspection, warrants examination and represents thatdetermination with respect to all matters, including environmental matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the MTA, the TSA, Business or the Omnibus Transaction Agreementfuture business and operations of the Business or (ii) any other information or documents made available to Buyer or its counsel, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks accountants or advisors with respect thereto. Except to the Business, except as expressly set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired AssetsAgreement.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Purchased Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has Sellers have given the Buyer complete and open access to the Purchased Assets and the key employees, documents and facilities of the Seller Sellers with respect to the Acquired Purchased Assets. The Buyer agrees, warrants and represents that (a) it Buyer is purchasing the Acquired Purchased Assets on an “AS IS,” “WHERE IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Purchased Assets (provided, that, it is not intended that by acquiring the Purchased Assets from Sellers on an “AS-IS,” “WHERE-IS” and “WITH ALL FAULTS” basis, the Buyer is releasing or impairing in any way any Possible Defect Claim that Buyer is acquiring as a Purchased Asset hereunder; and (b) except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller Sellers nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has Sellers have made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Purchased Assets, any part of the Acquired Purchased Assets, the financial performance of the Acquired Purchased Assets, or the physical condition of the Acquired Purchased Assets. The Buyer further acknowledges that the consideration for the Acquired Purchased Assets specified in this Agreement has been agreed upon by the Seller Sellers and the Buyer after good-faith arms’ length arms’-length negotiation in light of the Buyer’s agreement to purchase the Acquired Purchased Assets “AS IS,” “WHERE IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2Agreement, 10.3, 12.3, 12.5, and 14), the Seller Sellers hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the SellerSellers). The Seller makes Sellers make no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Purchased Assets.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets businesses such as its acquisition of the Acquired Assets Interests as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents employees and facilities of the Company Group and acknowledges that it has been provided to access to the documents contained in the virtual dataroom prepared by Seller and hosted by Datasite®. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer agrees to accept the Interests and the Company Group members in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to the Acquired Assets. The Buyer agreesall matters and hereby disclaims reliance upon any express or implied representations or warranties of any nature made by Seller or any Company Group members or any of their respective Representatives, warrants except for those specifically and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as expressly set forth in this AgreementArticle 3. Buyer specifically acknowledges and agrees to Seller’s and the Company Group members’ express disavowal and disclaimer of any other representations or warranties, whether made by Seller, the MTA, the TSA, Company Group members or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, of their respective Affiliates or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has reliedRepresentatives, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or Buyer, its Affiliates or representatives Representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer Buyer, its Affiliates or Representatives by any director, officer, manager, employee, agent, consultant, Representative or representative Affiliate of the Seller). The Accordingly, Buyer acknowledges and agrees that, without limiting the generality of this Section 4.10, neither Seller makes no nor the Company Group members has made any representation or warranty with respect to any projections or other forecasts and plans. Buyer specifically acknowledges and agrees that except for the representations and warranties contained in Article 3 (as modified by the Seller Disclosure Schedule), none of Seller, the Company Group members or warranties any other Person makes, or has made, any other express or implied representation or warranty with respect to the Buyer regarding Company Group members or the probable success, profitability or value of any of the Acquired Assetstransactions contemplated by this Agreement.

Inspections; No Other Representations. The Buyer is an Buyers are informed and sophisticated purchaserpurchasers, and has have engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Purchased Assets as contemplated hereunder. The Buyer has Buyers have undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it Buyers to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the ancillary Agreements. Except as expressly set forth in this Agreement (including Article 3 and 6 of this Agreement. The Buyer acknowledges ), the Buyers acknowledge and agree that the Seller has given Purchased Assets are sold “as is” and Buyer agrees to accept the Buyer complete Purchased Assets in the condition they are in on the Closing Date based on its own inspection, examination and open access to the key employees, documents and facilities of the Seller determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any Seller. Without limiting the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation generality of the Acquired Assets and (b) foregoing, except as expressly set forth in this Agreement, Buyers acknowledge that Sellers make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) with respect to the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Purchased Assets, (ii) any part of standard operating procedures or other compliance-related documents included in the Acquired AssetsPurchased Assets or (iii) any other information or documents made available to Buyers or its counsel, the financial performance of the Acquired Assets, accountants or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks advisors with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Purchased Assets.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Shares and the Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the Assets and the key employees, documents and facilities Facilities of the Seller with respect Business. Buyer will undertake prior to the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own Closing such further investigation of the Acquired Assets and (b) the Business and will request such additional documents and information as it deems necessary. Notwithstanding anything contained to the contrary in any other provision of this Agreement or any document delivered by Seller in connection herewith, Buyer acknowledges and agrees that Seller is not making any representation or warranty whatsoever, express, implied, statutory or otherwise, except as expressly set forth in this Agreement. Buyer acknowledges and agrees that the Assets and Real Property are being acquired “as is”, “where is”, “with all faults” basis and Buyer’s own risk and peril. Buyer agrees to accept the MTAAssets and Real Property and the Business in the condition they are in on the Closing Date based on its own inspection, the TSAexamination and determination with respect to all matters, including environmental matters, and without reliance upon any express or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, implied representations or guarantees, express, implied warranties of any nature made by or statutory, written on behalf of or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement imputed to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents thatSeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller has not made, does not make and expressly disclaims any and all representations and warranties of any kind or character whatsoever, express or implied, oral or written, relating to, concerning or with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the MTA, the TSA, Combined Companies or the Omnibus Transaction AgreementBusiness or the future business and operations of the Combined Companies or the Business or (ii) any other information or documents made available to Buyer or its counsel, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks accountants or advisors with respect thereto. Except to the Combined Companies or the Business except as expressly set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired AssetsAgreement.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, purchaser experienced in the evaluation and purchase of property and assets such as the Acquired Senior Living Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller with respect Facilities related to the Acquired Senior Living Assets. The Buyer will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Buyer agrees, warrants subject to the express terms hereof, to accept the Purchased Assets and represents that (a) it is purchasing assume the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely Assumed Liabilities in the condition they are in on the Buyer’s Closing Date based upon its own investigation inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement. Without limiting the generality of the Acquired Assets and (b) foregoing, except as expressly set forth in this Agreement, Buyer acknowledges that Seller makes no representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the MTASenior Living Assets or Purchased Assets or the future business and operations thereof or (b) the Confidential Information Memorandum of Seller, the TSAdated April 2002, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, other information or representative of the Seller has documents made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement available to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates counsel, accountants or representatives (including any opinion, information, projection, or advice that may have been or may be provided advisors with respect to the Buyer by any director, officer, manager, employee, agent, consultant, Senior Living Assets or representative of Purchased Assets or the Seller). The Seller makes no representations businesses or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assetsoperations thereof.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Purchased Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has Sellers have given the Buyer complete and open access to the Purchased Assets and the key employees, documents and facilities of the Seller Sellers with respect to the Acquired Purchased Assets. The Buyer agrees, warrants and represents that (a) it Buyer is purchasing the Acquired Purchased Assets on an “AS IS,” “WHERE IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Purchased Assets and (b) except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller Sellers nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has Sellers have made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Purchased Assets, any part of the Acquired Purchased Assets, the financial performance of the Acquired Purchased Assets, or the physical condition of the Acquired Purchased Assets. The Buyer further acknowledges that the consideration for the Acquired Purchased Assets specified in this Agreement has been agreed upon by the Seller Sellers and the Buyer after good-faith arms’ length arms’-length negotiation in light of the Buyer’s agreement to purchase the Acquired Purchased Assets “AS IS,” “WHERE IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2Agreement, 10.3, 12.3, 12.5, and 14), the Seller Sellers hereby disclaims disclaim all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the SellerSellers). The Seller makes Sellers make no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Purchased Assets.

Inspections; No Other Representations. The Buyer is an informed agrees to accept the Membership Interests and sophisticated purchaserthe Company in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and has engaged expert advisors, experienced in the evaluation and purchase without reliance upon any express or implied representations or warranties of property and assets such as the Acquired Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary any nature made by or on behalf of or imputed to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller with respect to the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents thatCompany, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as expressly set forth in this Agreement and the Ancillary Documents to which Seller or the Company is a party. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (1) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the future business and operations of the Company, (2) except as expressly set forth in this Agreement and such Ancillary Documents, any other than Sections 10.2information or documents made available to Buyer or its counsel, 10.3accountants or advisors with respect to the Company or the Business, 12.3including without limitation the Casino Lease between the Company and Village Hotel Holdings, 12.5L.L.C., and 14dated May 24, 2001 as amended (the “Current Lease Agreement”), the Seller hereby disclaims all liability License Agreement between Lake at Las Vegas Joint Venture and responsibility for Village Hotel Investors, L.L.C., dated May 24, 2001 (the “License Agreement”), and any representation, warranty, projection, forecast, statement, rights or information made, communicated, or furnished (orally obligations of the Company thereunder or in writingconnection therewith, it being understood and agreed by Buyer that (x) Buyer is solely responsible for establishing all necessary arrangements and agreements relating to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative lease and operation of the Seller). The Casino following the Closing and (y) Seller makes no representations representation or warranties warranty with respect to the Buyer regarding Company’s rights to use the probable successname “Casino MonteLago” following the Closing. IN ADDITION, profitability or value of any of the Acquired AssetsNEITHER SELLER NOR THE COMPANY MAKES ANY REPRESENTATION TO BUYER AS TO THE CONDITION OF THE ASSETS OWNED BY THE COMPANY, ALL OF WHICH WILL BE IN “AS IS, WHERE IS” CONDITION AT THE CLOSING, WITH ALL FAULTS AND, OTHER THAN AS SPECIFIED IN SECTION 3.5(A), WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY REGARDING THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF SUCH ASSETS.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Acquired Assets Company Group as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the Escrow Agreement. The Buyer acknowledges that the Seller has Sellers have given the Buyer complete and open access to the key employees, documents and facilities Properties of the Seller Company Group. Buyer agrees to accept the Shares and the Properties in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Acquired AssetsSellers, except as expressly set forth in this Agreement. The BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SELLERS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE ASSETS OF THE COMPANY GROUP OR OF THE PROPERTIES. Without limiting the generality of the foregoing, Buyer agreesagrees by acquiring the Shares, warrants and represents that (a) it is purchasing accepting the Acquired Assets on an “AS IS” Properties in their financial, physical and “WITH ALL FAULTS” basis based solely environmental condition existing on the Buyer’s own investigation Closing Date. Further, without limiting the generality of the Acquired Assets foregoing, Buyer acknowledges that the Sellers are not bound by and (b) have no responsibility for any expressed or implied warranties, statements or representations made or furnished by any investment banker, broker, agent, employee or other person representing or purporting to represent the Sellers, unless such warranties, statements or representations are expressly set forth herein. Further, without limiting the generality of the foregoing, Buyer acknowledges that, except as expressly set forth in this Agreement, the MTASellers make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any member of the TSA, Company Group or the Omnibus Transaction Agreement, neither the Seller nor future business and operations of any director, officer, manager, employee, agent, consultant, or representative member of the Seller has Company Group, (ii) any information or documents made any warrantiesavailable to Buyer or its advisors concerning the financial, representations physical or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical environmental condition of the Acquired Assets. The Buyer further acknowledges that Properties, the consideration for use to which the Acquired Assets specified in this Agreement has been agreed upon by Properties may be put, the Seller and the Buyer after good-faith arms’ length negotiation in light expenses of operation or maintenance of the Buyer’s agreement Properties, the rental income or prospective rental income of the Properties, or anything else related to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Properties, or (iii) any other information or documents made available to Buyer agreesor its counsel, warrants and represents thataccountants or advisors with respect to any member of the Company Group or their respective businesses or operations, except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth Nothing contained in this Agreement (other than Sections 10.2Section shall be deemed to limit the representations, 10.3, 12.3, 12.5, warranties and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or covenants expressly contained in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assetsthis Agreement.

Inspections; No Other Representations. The Buyer is an informed hereby acknowledges and sophisticated purchaseragrees that, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller with respect to the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as set forth expressly provided otherwise in this Agreement, the MTAPurchased Assets are sold “as is” and Buyer agrees to accept, and to cause its applicable Affiliates to accept, the TSA, or Purchased Assets in the Omnibus Transaction Agreement, neither condition they are in on the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents thatClosing Date, except with respect to the Closing Inventory as set forth specifically provided in this AgreementSection 2.2(c)(i), the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon based on its own investigation of inspection, examination and determination with respect to all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties (express or implied) with respect to the Purchased Assets, the Products and/or the Contemplated Transactions, or any matter relating thereto, except as expressly set forth in Article 3 of this Agreement. Buyer regarding the probable successhereby acknowledges and agrees that Seller makes no representation or warranty (express or implied) with respect to (a) any projections, profitability estimates or value of budgets delivered or made available to Buyer or any of its Affiliates, or Buyer’s or any of its Affiliates’ counsel, accountants or advisors of future revenues, future results of operations (or any component thereof), future cash flows, future financial condition (or any component thereof), future business or future operations or (b) any other information or documents delivered or made available to Buyer or any of its Affiliates, or Buyer’s or any of its Affiliates’ counsel, accountants or advisors, with respect to the Acquired Purchased Assets, the Products and/or the Contemplated Transactions, or any matter relating thereto including, without limitation, any information and/or documents delivered or made available during or in connection with Buyer’s or any of its Affiliates’ due diligence, except as expressly set forth in Article 3 of this Agreement.

Inspections; No Other Representations. The Each of Holdings, Parent, ASCO GP LLC Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Transferred Assets and the Shares as contemplated hereunder. The Each of Holdings, Parent, ASCO GP LLC and Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Each of Holdings, Parent, ASCO GP LLC and Buyer acknowledges that the Seller has given the Buyer complete and open such party access to the key employees, documents and facilities of the Seller Business. Each of Parent, ASCO GP LLC and Buyer acknowledges and agrees that the Transferred Assets and the Shares are sold “as is” and each of Parent, ASCO GP LLC and Buyer agrees to accept the Transferred Assets and the Business in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement. Without limiting the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation generality of the Acquired Assets foregoing, each of Parent, ASCO GP LLC and Buyer acknowledges that Seller makes no representation or warranty with respect to (bi) any projections, estimates or budgets delivered to or made available to Parent, ASCO GP LLC, Buyer or their 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 Business or the future business and operations of the Business or (ii) except as expressly set forth in this Agreement, the MTAany other information or documents made available to Parent, the TSAASCO GP LLC, Buyer or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks their Representatives with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired AssetsBusiness.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets businesses such as its acquisition of the Acquired Assets Interests as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Business, and Buyer has undertaken prior to the date hereof all investigations and inquiries and has requested all documents and information as it deems necessary in connection with entry into this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees to accept the Interests and the Business in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by Seller or any Company or any of their respective directors, officers, employees, stockholders, partners, members, advisors or other representatives, except as specifically and expressly set forth in Article 3, the Transaction Documents, and any certificate delivered pursuant to Section 2.05. Without limiting the generality of the foregoing, Buyer acknowledges that none of Seller, any Company or any of their respective Affiliates makes any representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or (b) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Acquired Assets. The Buyer agreesBusiness, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as expressly set forth in this AgreementArticle 3, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has reliedDocuments, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) certificate delivered pursuant to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired AssetsSection 2.05.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, (MP) 08481/006/APA/APA.doc experienced in the evaluation and purchase of property and assets such as the Acquired Purchased Assets and the Purchased Securities as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller Transferred Organization. Buyer acknowledges and agrees that the Purchased Assets and the Purchased Securities are sold “as is” and Buyer agrees to accept the Purchased Assets, the Purchased Securities and the Transferred Organization in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to the Acquired Assets. The Buyer agreesall matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the MTA, the TSA, Transferred Organization or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative future business and operations of the Seller has Transferred Organization or (ii) any other information or documents made any warrantiesavailable to Buyer or its counsel, representations accountants or guarantees, express, implied or statutory, written or oral, respecting advisors with respect to the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents thatTransferred Organization, except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The Prior to its execution of this Agreement, B▇▇▇▇ has conducted to its satisfaction an independent investigation, review and analysis of the current condition and affairs of the Acquired Companies, including the assets, financial condition, the cash flows and the prospects of the Acquired Companies. In making its decision to execute this Agreement and to purchase the Acquired Interests, B▇▇▇▇ has relied and will rely solely upon the results of such independent investigation, review and analysis and the terms and conditions of this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that: (a) it has had the opportunity to meet with Sellers and their Representatives to discuss the Acquired Companies, their assets, financial condition, cash flows and prospects; (b) all materials and information requested by Buyer have been provided to Buyer to Buyer’s satisfaction (including the answers provided in response to Buyer’s and its Representatives’ questions) and Buyer is an informed fully familiar with all such materials and sophisticated purchaserinformation, including all terms and conditions, obligations and liabilities pursuant to, and has engaged expert advisorsarising under, experienced all Material Contracts and Permits; and (c) except for the representations and warranties of Sellers expressly set forth in Article 3 and Article 4, none of Sellers, the Acquired Companies, their respective Representatives or any other Person makes any representation or warranty, express or implied, written or oral, as to the Acquired Companies, their assets, financial condition, the cash flows and the prospects (including any projections, estimates or budgets delivered to or made available to Buyer of future results or future financial condition (or any component thereof)). Except for the representations and warranties of Sellers expressly set forth in Article 3 and Article 4 of this Agreement, (x) Buyer (on behalf of itself and its Representatives) acknowledges that, in entering into this Agreement, Buyer and its Representatives have relied solely upon the aforementioned investigation, review and analysis and (y) Buyer agrees to accept the Acquired Interests and the Acquired Companies in the evaluation condition they are in on the Closing Date based upon its own investigation, review and purchase analysis with respect thereto as to all matters, in each case of property (x) and assets such as (y), without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Sellers, the Acquired Assets as contemplated hereunderCompanies, their respective Representatives or any other Person. The Buyer has undertaken will undertake prior to Closing such investigation further investigation, review and has been provided with analysis and has evaluated request such additional documents and information as it has deemed deems necessary to enable it to make an informed the extent permitted herein. Without limiting the representations and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Seller with respect to the Acquired Assets. The Buyer agrees, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as warranties expressly set forth in Article 3 and Article 4 of this Agreement, the MTA, the TSA, Agreement or the Omnibus in a Transaction Agreement, neither the Seller nor any directorBuyer (on behalf of itself and its Representatives) further acknowledges and agrees that none of Sellers, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired AssetsCompany, their respective Representatives or any part other Person shall have any liability to Buyer or its Representatives or any other Person relating to any information provided or made available to the foregoing Persons prior to the Closing in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including any information, documents or materials made available, whether orally or in writing, during any meeting or in any data room, responses to questions or in any other form in connection with the transactions contemplated by this Agreement and the other Transaction Agreements. Buyer (on behalf of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer itself and its Representatives) further acknowledges that the consideration for the no Representative of any Seller or any Acquired Assets specified in this Agreement Company has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement any authority, express or implied, to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agreesmake any representations, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, warranties or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as agreements not specifically set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) subject to the Buyer or its Affiliates or representatives (including any opinionlimited remedies herein provided. Notwithstanding the foregoing, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value nothing in this Agreement will constitute a waiver of any of the Acquired Assetsliability for Fraud.

Inspections; No Other Representations. The Buyer Purchaser is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property properties and assets such as the Acquired Assets and assumption of liabilities such as the Assumed Obligations as contemplated hereunder. The Buyer Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer Purchaser acknowledges that the Seller has given the Buyer Purchaser complete and open access to the key employees, documents and facilities of BOS 46,600,661 v6 the Seller with respect to the Acquired AssetsBusiness. The Buyer agrees, warrants Purchaser acknowledges and represents agrees that (a) it is purchasing the Acquired Assets are being sold on an “AS IS” and “WITH ALL FAULTSas is, where is” basis based solely on the Buyer’s own investigation of and Purchaser agrees to accept the Acquired Assets and (b) the Assumed Obligations in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the MTA, Business or the TSAfuture prospects or operations of the Business, or (ii) any other information or documents made available to Purchaser or its counsel, accountants, representatives, agents or advisors with respect to the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS.” The Buyer agrees, warrants and represents thatBusiness, except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Purchased Assets as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open reasonable access to the key employees, documents and facilities of the Seller with respect Business. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Notwithstanding anything contained to the Acquired Assets. The contrary in any other provision of this Agreement or any document delivered by Seller in connection herewith, Buyer agreesacknowledges and agrees that Seller is not making any representation or warranty whatsoever, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) express, implied, statutory or otherwise, except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Transition Services Agreement and any other certificate delivered hereunder by Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assetsto Buyer at Closing. The Buyer further acknowledges and agrees that the consideration for the Acquired Purchased Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets are sold “AS ISas is,” “where is” and “WITH ALL FAULTS.with all faults” The and Buyer agreesagrees to accept the Purchased Assets and the Business in the condition they are in on the Closing Date based on its own inspection, warrants examination and represents thatdetermination with respect to all matters, including environmental matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement, the MTATransition Services Agreement and any other certificate delivered hereunder by Seller to Buyer at Closing. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the TSA, Business or the Omnibus Transaction Agreementfuture business and operations of the Business or (b) any other information or documents made available to Buyer or its counsel, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks accountants or advisors with respect thereto. Except to the Business, except as expressly set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired AssetsAgreement.

Inspections; No Other Representations. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets businesses such as its acquisition of the Acquired Assets Shares as contemplated hereunder. The Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Buyer acknowledges that the Seller has given the Buyer complete and open access to the key employees, documents and facilities of the Business, and Buyer has undertaken prior to the date hereof all investigations and inquiries and has requested all documents and information as it deems necessary in connection with entry into this Agreement and the consummation of the transactions contemplated hereby. Buyer agrees to accept the Shares and the Business in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by Seller or any Company or any of their respective directors, officers, employees, stockholders, partners, members, advisors or other representatives, except as specifically and expressly set forth in ‎Article 3 Without limiting the generality of the foregoing, Buyer acknowledges that none of Seller, any Company or any of their respective Affiliates makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Acquired Assets. The Buyer agreesBusiness, warrants and represents that (a) it is purchasing the Acquired Assets on an “AS IS” and “WITH ALL FAULTS” basis based solely on the Buyer’s own investigation of the Acquired Assets and (b) except as expressly set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, neither the Seller nor any director, officer, manager, employee, agent, consultant, or representative of the Seller has made any warranties, representations or guarantees, express, implied or statutory, written or oral, respecting the Acquired Assets, any part of the Acquired Assets, the financial performance of the Acquired Assets, or the physical condition of the Acquired Assets. The Buyer further acknowledges that the consideration for the Acquired Assets specified in this Agreement has been agreed upon by the Seller and the Buyer after good-faith arms’ length negotiation in light of the Buyer’s agreement to purchase the Acquired Assets “AS IS” and “WITH ALL FAULTS‎Article 3.” The Buyer agrees, warrants and represents that, except as set forth in this Agreement, the MTA, the TSA, or the Omnibus Transaction Agreement, the Buyer has relied, and shall rely, solely upon its own investigation of all such matters, and that the Buyer assumes all risks with respect thereto. Except as set forth in this Agreement (other than Sections 10.2, 10.3, 12.3, 12.5, and 14), the Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the Buyer by any director, officer, manager, employee, agent, consultant, or representative of the Seller). The Seller makes no representations or warranties to the Buyer regarding the probable success, profitability or value of any of the Acquired Assets.