Common use of Investigation; No Other Representations and Warranties Clause in Contracts

Investigation; No Other Representations and Warranties. (i) Each of the MLP Parties has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of PAA and its Subsidiaries and acknowledges that each of the MLP Parties has been provided access for such purposes. In entering into this Agreement, each of the MLP Parties has relied solely upon its independent investigation and analysis of PAA and its Subsidiaries, and each of the MLP Parties acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by PAA, any of its Subsidiaries, or any of their respective Affiliates or Representatives, that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of the MLP Parties acknowledges and agrees that, to the fullest extent permitted by applicable Law, PAA and its Subsidiaries, and their respective Affiliates or Representatives, shall have no liability or responsibility whatsoever to the MLP Parties or their respective Affiliates or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the MLP Parties or its Affiliates or Representatives, except for the representations and warranties of the Buyer Parties expressly set forth in Section 5.2 (subject to the qualifications set forth therein).

Investigation; No Other Representations and Warranties. (i) Each of the MLP Buyer Parties has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of PAA MLP, MLP GP and its their Subsidiaries and acknowledges that each of the MLP Buyer Parties has been provided access for such purposes. In entering into this Agreement, each of the MLP Buyer Parties has relied solely upon its independent investigation and analysis of PAA MLP, MLP GP and its their Subsidiaries, and each of the MLP Buyer Parties acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by PAAMLP, MLP GP, any of its their Subsidiaries, or any of their respective Affiliates or Representatives, that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of the MLP Buyer Parties acknowledges and agrees that, to the fullest extent permitted by applicable Law, PAA MLP, MLP GP and its their Subsidiaries, and their respective Affiliates or Representatives, shall have no liability or responsibility whatsoever to the MLP Buyer Parties or their respective Affiliates or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the MLP Buyer Parties or its their respective Affiliates or Representatives, except for the representations and warranties of the Buyer MLP Parties expressly set forth in Section 5.2 5.1 (subject to the qualifications set forth therein).

Investigation; No Other Representations and Warranties. (ia) Each of the MLP Parties Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of PAA the Company and its Subsidiaries and acknowledges that each of the MLP Parties Parent and Merger Sub has been provided access for such purposes. In entering into this Agreement, each of the MLP Parties Parent and Merger Sub has relied solely upon its independent investigation and analysis of PAA the Company and its Subsidiaries, and each of the MLP Parties Parent and Merger Sub acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by PAAthe Company, any of its Subsidiaries, or any of their respective Affiliates Affiliates, shareholders, controlling persons or Representatives, that are not expressly set forth in this AgreementAgreement or the agreements listed on Section 4.13(a) of the Parent Disclosure Letter, whether or not such representations, warranties or statements were made in writing or orally. Each of the MLP Parties Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, PAA the Company and its Subsidiaries, and their respective Affiliates Affiliates, shareholders, controlling persons or Representatives, shall have no liability or responsibility whatsoever to the MLP Parties Parent, Merger Sub or their respective Affiliates Affiliates, shareholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the MLP Parties Parent, Merger Sub, or its Affiliates their respective Affiliates, shareholders, controlling persons or Representatives, except (i) with respect to the Company, for the representations and warranties of the Buyer Parties Company expressly set forth in Section 5.2 Article III (subject to the qualifications set forth therein)) and any certificates delivered by or on behalf of the Company at the Closing in connection with the Merger and any disclosures related thereto set forth in the Company Disclosure Letter and the Company SEC Documents and (ii) with respect to the Company’s shareholders, any letter of transmittal delivered in connection with the Merger and any agreements listed on Section 4.13(a) of the Parent Disclosure Letter. For the avoidance of doubt, Parent, Merger Sub, the Equity Investor and the Rollover Investors have made certain representations and warranties to each in the agreements listed on Section 4.13(a) of the Parent Disclosure Letter.

Investigation; No Other Representations and Warranties. (ia) Each of the MLP Parent Parties has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of PAA the Company and its Subsidiaries and acknowledges that each of the MLP Parent Parties has been provided access for such purposes. In entering into this Agreement, each of the MLP Parent Parties has relied solely upon its independent investigation and analysis of PAA the Company and its Subsidiaries, and each of the MLP Parent Parties acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by PAAthe Company, any of its Subsidiaries, or any of their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of the MLP Parent Parties acknowledges and agrees that, to the fullest extent permitted by applicable Law, PAA the Company and its Subsidiaries, and their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, shall have no liability or responsibility whatsoever to the MLP Parent Parties or their respective Affiliates Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the MLP Parent Parties or its Affiliates their respective Affiliates, stockholders, controlling persons or Representatives, except for the representations and warranties of the Buyer Parties Company expressly set forth in Section 5.2 Article III (subject to the qualifications set forth therein). For the avoidance of doubt, the Parent Parties, the Equity Investors, the MD Investors and the MSDC Investor have made certain representations and warranties to each other in the agreements listed in Section 4.13 of the Parent Disclosure Letter.

Investigation; No Other Representations and Warranties. (ia) Each of the MLP Parent Parties has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of PAA the Company and its Subsidiaries and acknowledges that each of the MLP Parent Parties has been provided access for such purposes. In entering into this Agreement, each of the MLP Parent Parties has relied solely upon its independent investigation and analysis of PAA the Company and its Subsidiaries, and each of the MLP Parent Parties acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by PAAthe Company, any of its Subsidiaries, or any of their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, that are not expressly set forth in this Agreement, whether or not such representations, warranties or statements were made in writing or orally. Each of the MLP Parent Parties acknowledges and agrees that, to the fullest extent permitted by applicable Law, PAA the Company and its Subsidiaries, and their respective Affiliates Affiliates, stockholders, controlling persons or Representatives, shall have no liability or responsibility whatsoever to the MLP Parent Parties or their respective Affiliates Affiliates, stockholders, controlling persons or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the MLP Parent Parties or its Affiliates their respective Affiliates, stockholders, controlling persons or Representatives, except for the representations and warranties of the Buyer Parties Company expressly set forth in Section 5.2 Article III (subject to the qualifications set forth therein).

Investigation; No Other Representations and Warranties. (ia) Each of the MLP Parties Purchaser and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of PAA the Company and its Subsidiaries and acknowledges that each of the MLP Parties Purchaser and Merger Sub has been provided access for such purposes. In entering into this Agreement, each of the MLP Parties Purchaser and Merger Sub has relied solely upon its independent investigation and analysis of PAA the Company and its Subsidiaries, and each of the MLP Parties Purchaser and Merger Sub acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by PAAthe Company, any of its Subsidiaries, or any of their respective Affiliates Affiliates, stockholders, controlling persons or Representativesrepresentatives, that are not expressly set forth in this AgreementArticle III, whether or not such representations, warranties or statements were made in writing or orally. Each of the MLP Parties Purchaser and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, PAA the Company and its Subsidiaries, and their respective Affiliates Affiliates, stockholders, controlling persons or Representativesrepresentatives, shall have no liability or responsibility whatsoever to the MLP Parties Purchaser, Merger Sub or their respective Affiliates Affiliates, stockholders, controlling persons or Representatives representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any statement, document or agreement delivered in connection with this Agreement and any financial statements and any projections, estimates or other forward-looking information) provided or made available (including in any data room, management presentation, information or descriptive memorandum or supplemental information), or oral or written statements made (or any omissions therefrom), to the MLP Parties Purchaser, Merger Sub, or its Affiliates their respective Affiliates, stockholders, controlling persons or Representativesrepresentatives, except for the representations and warranties of the Buyer Parties Company expressly set forth in Section 5.2 (subject to the qualifications set forth therein)Article III.